Registration
Document
— 2009
Contents
Registration document 2009 / Casino Group
03
63
147
Presentation
of the Casino
Group
Consolidated
financial
statements
Parent company
financial
statements
FINANCIAL HIGHLIGHTS 04
SIGNIFICANT EVENTS
OF THE YEAR 05
STATUTORY AUDITORS’
REPORT ON THE
CONSOLIDATED FINANCIAL
STATEMENTS 64
STATUTORY AUDITORS’
REPORT ON THE ANNUAL
FINANCIAL STATEMENTS 148
INCOME STATEMENT 149
BUSINESS AND STRATEGY 08
CONSOLIDATED FINANCIAL
STATEMENTS
BALANCE SHEET 150
REAL ESTATE AND
INVESTMENTS 17
CONSOLIDATED INCOME
STATEMENT 65
CASH FLOW STATEMENT 152
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
67
NOTES TO THE PARENT
COMPANY FINANCIAL
STATEMENTS
19
Management
report
FINANCIAL HIGHLIGHTS 20
BUSINESS REVIEW 21
PARENT COMPANY
BUSINESS REVIEW 28
SUBSIDIARIES
AND ASSOCIATES 30
SUBSEQUENT EVENTS 36
OUTLOOK FOR 2010
AND CONCLUSION 37
SHARE CAPITAL
AND SHARE OWNERSHIP 37
RISK FACTORS
AND INSURANCE 49
ENVIRONMENTAL REPORT 54
EMPLOYMENT REPORT 57
CONSOLIDATED BALANCE
SHEET 68
CONSOLIDATED STATEMENT
OF CASH FLOWS 70
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY 72
NOTES TO THE
CONSOLIDATED FINANCIAL
STATEMENTS 74
SIGNIFICANT ACCOUNTING
POLICIES 153
NOTES TO THE INCOME
STATEMENT AND BALANCE
SHEET 155
FIVE-YEAR FINANCIAL
SUMMARY 173
LIST OF SUBSIDIARIES
AND ASSOCIATES 174
STATUTORY AUDITORS’
REPORT ON RELATED
PARTY AGREEMENTS
AND COMMITMENTS 176
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Contents
Registration document 2009 / Casino Group
179
225
239
Corporate
governance
Annual General
Meeting
Additional
information
BOARD OF DIRECTORS AND
MANAGEMENT 180
AUDITING OF FINANCIAL
STATEMENTS
STATUTORY AUDITORS
200
STATUTORY AUDITORS’
FEES 201
CHAIRMAN’S REPORT
CORPORATE GOVERNANCE –
BOARD PRACTICES
202
INTERNAL CONTROL
AND RISK
MANAGEMENT 208
STATUTORY AUDITORS’
REPORT 217
APPENDIX:
BOARD OF DIRECTORS’
CHARTER 218
REPORT OF THE BOARD
OF DIRECTORS ON
EXTRAORDINARY BUSINESS
226
STATUTORY AUDITORS’
REPORTS ON
EXTRAORDINARY BUSINESS
229
ORDINARY
RESOLUTIONS 232
EXTRAORDINARY
RESOLUTIONS 235
GENERAL INFORMATION
ABOUT THE COMPANY 240
HISTORY OF
THE COMPANY AND
THE GROUP 245
THE MARKET FOR
CASINO SECURITIES 248
CASINO’S STORE BASE 250
PERSON RESPONSIBLE
FOR THE REGISTRATION
DOCUMENT
AND ANNUAL FINANCIAL
REPORT 252
TABLE OF
CORRESPONDENCE REGISTRATION DOCUMENT
254
TABLE OF
CORRESPONDENCE ANNUAL FINANCIAL
REPORT 256
Registration document 2009 / Casino Group
Presentation of the Group
Presentation of
the Casino Group
04. Financial highlights
05. Significant events of the year
08. Business and strategy
17. Real estate and investments
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Presentation of the Group
Registration document 2009 / Casino Group
Financial
highlights
CONTINUING OPERATIONS (1)
€ millions
2008 (2)
2009
Reported
Organic
change
change (3)
Revenue
26,757
27,076
-1.2%
-1.0%
EBITDA (4)
1,849
1,909
-3.2%
-1.0%
Trading profit
1,209
1,266
-4.5%
-2.5%
543
499
+8.6%
Profit from discontinued operations, attributable to equity
holders of the parent
48
(4)
Total net profit attributable to equity holders of the parent
591
495
+19.3%
Underlying profit attributable to equity holders of the parent (5)
534
538
-0.8%
1,292
1,356
-4.7%
Profit from continuing operations, attributable to equity
holders of the parent
Cash flow
(1) Super de Boer assets were disposed of at the end of 2009. In accordance with IFRS 5, the company’s net income has been reclassified under
“Discontinued operations” from 1 January 2008.
(2) Data for 2008 restated in line with IFRIC 13.
(3) Based on constant scope of consolidation and exchange rates, and excluding the impact of disposals to OPCI property mutual funds.
(4) EBITDA = Earnings before interest, taxes, depreciation and amortisation.
(5) Continuing operations adjusted for the impact of other operating income and expense, non-recurring financial items and non-recurring income tax
expense/benefits (see Appendix p. 27).
DEBT AND EQUITY
€ millions
2009
2008
Equity (before appropriation)
7,916
7,031
Net debt
4,072
4,851
2.2x
2.5x
Net debt to EBITDA ratio
Presentation of the Group
Registration document 2009 / Casino Group
Significant
events of the year
MARCH 2009
JUNE 2009
On March 5, 2009, Casino announced the contribution of a
€334 million portfolio of property assets comprising Casino
development projects and hypermarket retail and storage
space to its subsidiary Mercialys under the Alcudia programme.
In line with the Mercialys IPO in 2005 and in order to comply
with SIIC (French-style REIT) regulations, Casino decided to
give its shareholders a direct stake in Mercialys’s development and in the value creation potential represented by
the asset contribution, as announced on March 5th. To this
end, on June 2, 2009, all holders of Casino ordinary and preferred non-voting shares received a dividend distribution in
Mercialys stock on the basis of one Mercialys share for every
eight Casino shares held, in addition to the regular cash dividend of €2.57 per non-voting preferred share and €2.53 per
ordinary share.
The transaction, which represents a key milestone in the
Alcudia programme, is part of the strategy underway since
2005 to capture and monetise the value of the Group’s property assets.
Mercialys issued 14.2 million new shares in exchange for the
assets, raising Casino’s interest in its capital from 59.7% to
66.1%.
APRIL 2009
On April 1, 2009, Leader Price, Géant Casino Hypermarkets and
the Caillé group, an independent Reunion retailer, announced an agreement concerning the rebranding of Caillé stores
under the Leader Price and Géant Casino banners.
The agreement reflects the strong appeal of the Géant Casino and Leader Price banners and their Casino and Leader
Price private label brands.
Following the distribution of Mercialys shares, the Group’s
interest in Mercialys was reduced to approximately 50.4% of
the share capital and voting rights (1).
On June 8, 2009, GPA announced the acquisition of 70.24%
of Globex and its Ponto Frio banner for BRL 824 million (€302
million).
With revenue of €1.6 billion at end-2008 and a total of 455
stores, Ponto Frio is Brazil’s second largest retailer of household appliances and consumer electronics, an extremely
buoyant market sector. The acquisition has significantly
strengthened GPA’s Brazilian leadership position.
Following this acquisition, on September 21, 2009, GPA
issued 16.9 million class B preferred shares. Casino subscribed to the issue, limiting the dilution of its percentage
interest in GPA to 33.7% compared with 35.0% at end-June
2009 (for further details, please see note 3 to the consolidated financial statements p 90).
(1) Rallye and Casino together own 58.0% of the share capital and voting rights.
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Presentation of the Group
Registration document 2009 / Casino Group
Significant
events of the year
On June 15, 2009, Casino converted all its 14,589,469 preferred non-voting shares into 12,505,254 ordinary shares
on the basis of six ordinary shares for seven preferred nonvoting shares, following approval at a special class meeting
of holders of preferred non-voting shares and at the annual
general meeting of shareholders on May 19, 2009.
On October 19, 2009, Casino announced the creation of
GreenYellow, a wholly-owned subsidiary that will develop
photovoltaic (PV) systems on store roofs and shopping centre parking lot shade structures.
The aim of the transaction was to simplify the Company’s
capital structure and enhance its stock market profile by
increasing the free float.
As a designer and promoter of solar power generating systems, GreenYellow has defined an ambitious development
programme that involves equipping all of the Group’s sites
located in the south of a Bordeaux-Grenoble line, as well as
in Corsica and Reunion Island. Further-out, non-Group clients
will be able to benefit from GreenYellow’s expertise to equip
their parking lots and commercial/industrial buildings with
rooftop PV systems (for further details, please see “Real estate and investments”, page 17).
JULY 2009
NOVEMBER 2009
On July 2, 2009, the Court of Arbitration delivered its ruling in
the dispute between Casino and the Baud family. The Court
of Arbitration ruled that there was just cause to dismiss the
members of the Baud family from the management bodies of Franprix and Leader Price and found that Casino had
legitimate grounds to take over operational management of
Franprix and Leader Price.
On November 12, 2009, Casino acquired the Baud family’s
remaining stakes in Franprix (5%) and Leader Price (25%) for
a total of €428.6 million. The Group now owns 100% of both
companies.
The fractional preferred non-voting stock was transferred
to the delisted compartment of NYSE Euronext Paris, where
the corresponding rights were tradable until December 15,
2009.
The Court consequently confirmed that the value of the Baud
family’s remaining interests in Franprix and Leader Price, respectively 5% and 25%, should be calculated on the basis of
a multiple of 14 times the average 2006 and 2007 earnings of
the two companies, which corresponds to the position taken
by Casino in its previous financial statements. The interest
on the purchase consideration and the Baud family’s claims
for compensation in lieu of dividends will be examined at a
later date by the Court of Arbitration. These amounts were
recognised under other financial liabilities in the 2009 interim financial statements.
OCTOBER 2009
On October 18, 2009, Super de Boer, a 57% Casino subsidiary, signed an agreement to sell all its assets and liabilities
to Jumbo for the sum of approximately €550 million (or €4.82
per share).
This price valued the company at 13.9x estimated 2009
EBITDA and generated a gross capital gain of some €60 million for Casino.
The transaction enabled Casino to reduce its debt by about
€400 million. It represents a key milestone in the approximately €1 billion asset disposal programme to be completed by
the end of 2010, which is designed to give the Group increased financial flexibility.
The price was calculated by an independent expert based
on the pricing formula agreed between the parties in 1998,
and is thus close to the €413.4 million already recognised in
financial liabilities in the Group’s interim balance sheet at
June 30.
On November 17, 2009, Casino announced plans to make
changes to its organisation in France and speed up deployment of its precision retailing strategy.
Reflecting this process, the Group has appointed a Chief
Ope rating Officer, Hypermarkets and Supermarkets, to
whom the two divisions’ General Executive Managing Directors will report. With the same objective of increasing operational efficiency and optimising the Group’s purchasing
strategy, the Non-Food Purchasing and Food Purchasing Departments have been combined. Lastly, a dedicated Finance
Department for Casino France (covering the convenience,
hypermarket and supermarket formats, Easydis, CIT and EMC
Distribution) has been created to ensure a more proactive
approach to managing the sub-group’s performance.
By streamlining decision-making processes, the new organisation is designed to improve coordination between banners
with targeted customer strategies and pooled support functions, thereby enhancing the effectiveness of the Group’s
proprietary customer intelligence, purchasing and logistics
systems.
Registration document 2009 / Casino Group
Presentation of the Group
DECEMBER 2009
On December 3, 2009, Casino subsidiary Exito announced
the successful completion of a COP 435 billion (€150 million) rights issue, placing 30 million shares at a price of COP
14,500 per share. The issue proceeds will enable Exito to
pursue its expansion in Colombia, further consolidating its
leadership, and to strengthen the company’s balance sheet.
Casino invested €29 million in the issue, acquiring 5.8 million shares.
Exito has also renegotiated the put option on 22.5% of the
capital of Carulla Vivero granted to its minority partners in
this subsidiary. In accordance with the revised terms, Exito
acquired the residual interest for the sum of $222 million,
payable half in cash and half in stock, through the issuance
of 14.3 million new shares to the minority shareholders. Following this buyout, Exito owned 99.8% of Carulla Vivero.
After the two transactions, Exito had 333 million outstanding shares and was 54.8%-owned by Casino (versus 61.2%
previously).
The increase in Exito’s free-float and its recent inclusion in
the MSCI emerging markets index has raised the company’s
profile on the stock market.
Furthermore, the two transactions have enabled Casino to
reduce its consolidated net debt by around €195 million.
On December 4, 2009, GPA announced the signature of a
joint venture agreement between its subsidiary Ponto Frio
and the retail business of Casas Bahia, Brazil’s largest retai ler of household appliances, furniture and consumer
electronics.
The current shareholders of Casas Bahia will contribute
their retail business to Ponto Frio in exchange for a 49% interest, while GPA will continue to hold a majority ownership
in the company.
GPA and Casas Bahia are also contributing their respective
online operations to a new company, which will be 83%-owned
by GPA and 17% by Casas Bahia. This new entity will be the
second largest online retailer in Brazil.
Casino welcomes this strategic agreement, which will enable GPA to consolidate its leadership of the Brazilian retail
market, in both the food and consumer durables segments.
It confirms Casino’s aim of expanding in Brazil, a country
enjoying fast growth in consumer spending and whose contribution to Group consolidated net sales will continue to
increase.
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Presentation of the Group
Registration document 2009 / Casino Group
Business
& strategy
MAJOR MILESTONES
IN THE GROUP’S HISTORY
The Casino banner dates back to 1898, when Geoffroy Guichard
created Société des Magasins du Casino and opened the first
store in Veauche in central France. Just three years later, in
1901, the first Casino brand products were launched, thus
pioneering the private-label concept.
The Group expanded rapidly until the eve of the Second World
War, opening more than 500 stores in ten years. It initially
focused on the Saint-Étienne and Clermont-Ferrand regions
and during the 1930s expanded its reach down to the Côte
d’Azur. In 1939, the Group managed nine warehouses and
almost 2,500 retail stores.
In the 1950s, Casino embarked on a policy of diversifying
its formats and its business activities. The first self-service
store opened in 1948, the first Casino supermarket in 1960,
the first Casino Cafétéria in 1967 and the first Géant hypermarket in 1970. Acquisition of L’Épargne in 1970 extended the
Group’s operations to southwestern France.
At the end of the 1970s, Casino broke into the international
markets, launching a chain of cafeterias in the United States
and then acquiring 90 cash & carry stores under the Smart &
Final banner in 1984.
The mid-1980s marked a turning point in the Group’s expansion policy. It adopted a redeployment strategy aimed at
achieving critical mass to improve its resilience in an increasingly competitive retail industry.
This strategy consisted first and foremost of expanding its
operations in France and refocusing on its core business as
a retailer. Between 1985 and 1996, it acquired control of two
retail companies in eastern and southern France, Cédis and
La Ruche Méridionale. It signed partnership agreements
with the Corse Distrib’ Group and with Coopérateurs de Normandie-Picardie. In 1992, it took over Rallye’s retail business
comprising hypermarkets, supermarkets and cafeterias.
The Group also launched a programme to refurbish its hypermarkets and modernise its convenience store network, with
the aim of repositioning both its corporate image and the image of its banners. Casino created Spar France in 1996 and
acquired a stake in Monoprix-Prisunic in 1997. It also took a
majority stake in the Franprix and Leader Price banners in
1997, making it the leading retailer in Paris.
As a result of these developments, on the eve of the new millennium Casino had become one of France’s leading retail
groups.
Leveraging its strong domestic position, the Group then decided to strengthen its international presence and embarked
on an active international expansion policy.
From 1998 to 2002, it acquired a large number of retail companies in South America (Libertad in Argentina, Disco in
Uruguay, Exito in Colombia and GPA in Brazil), Asia (Big C in
Thailand, Vindémia in Vietnam), the Netherlands (Laurus,
now Super de Boer) and the Indian Ocean region (Vindémia
in Reunion, Madagascar, Mayotte and Mauritius).
It also moved into Poland and Taiwan, opening its first Polish
hypermarket in Warsaw in 1996 followed by a Leader Price
store in 2000, and its first hypermarket in Taiwan in 1998.
Since 2000, Casino has strengthened its presence in France
in the most buoyant formats and expanded in its most promising international markets.
In France, Casino has adapted its business mix to meet
changing market trends, first by strengthening its positioning in convenience and discount formats through major
acquisitions. In 2000, it acquired a stake in online retailer
Cdiscount and raised its interest in Monoprix to 50%. In
2003, Casino and Galeries Lafayette renewed their partnership in Monoprix. At the end of 2008, the strategic agreement between the two partners was extended until 2012.
Registration document 2009 / Casino Group
Presentation of the Group
In 2004, the Group increased its interest in Franprix Holding
to 95% and in Leader Price Holding to 75%. Since 2009, it
has owned 100% of both companies.
2005 to 2007, the Group acquired joint control of the GPA
Group in Brazil, and became majority shareholder of Exito in
Colombia and Vindémia in the Indian Ocean region.
Secondly, Casino also began to develop other businesses
connected with retailing, such as financial services and property. In 2001, it joined forces with Cofinoga to create Banque
du Groupe Casino. In 2005, the Group’s shopping centre properties were spun off into a new subsidiary, Mercialys, which
was floated on the stock exchange.
In 2006, Casino sold its Polish retailing businesses and its
50% interest in the Taiwanese subsidiary Far Eastern Géant,
followed by its interest in Smart & Final in the USA in 2007.
In 2009, Casino sold its 57% interest in Dutch retailer Super
de Boer.
In the international markets, Casino began to refocus its business on two core regions, South America and Southeast
Asia, to capitalise on their strong growth potential. From
BUSINESS AND STRATEGY
GROUP PROFILE IN 2009
Casino is a leading food retailer in France and abroad. At
December 31, 2009, it operated a total of 10,984 stores in
various retail formats.
In France, which accounts for 66% of revenue and trading profit, Casino operates 117 hypermarkets (1), 761 supermarkets (1),
559 discount stores, 7,540 convenience stores and 277 cafeterias. In the international markets, which account for just
over one third of revenue and trading profit, Casino operates
in nine countries – Brazil, Colombia, Thailand, Argentina, Uruguay, Venezuela, Vietnam, Madagascar and Mauritius. 91%
of international consolidated revenue comes from South
America and Asia, its two core international regions. Casino
holds leadership positions in both regions, where it operates
a total of 1,570 stores including 290 hypermarkets.
In 2009, consolidated revenue totalled €27 billion, a decrease of 1.2% on 2008, while net earnings were up 8.6% to
€543 million.
to convenience and discount stores. Casino also pursues a
strategy of differentiating its banners to meet new customer expectations. Lastly, its has a dual retailing and property
business-development model.
The French operations posted revenue of €17,664 million in
2009 and trading profit of €804 million, giving a 4.5% trading
margin.
FROM MASS MARKET TO PRECISION RETAILING
The French retailing market is gradually evolving, driven by
changing lifestyles and socio-demographic trends such as
an aging population, smaller families, family members leading separate lives and growing individualisation of lifestyles.
This has led to a greater diversity of retail formats and concepts, providing an alternative to the historically dominant
hypermarket model, a broader and more segmented product
offering and more individualised contact with consumers.
In this environment, the Group’s multi-format structure and
its heavy weighting to convenience and discount formats are
a definite competitive advantage.
BUSINESS AND STRATEGY IN FRANCE
Casino is France’s third largest food retailer with almost 13%
market share (2). The Group stands out in the French retail
world for its multi-format structure and its heavy weighting
(1) Excluding international affiliates – (2) Source : TNS.
In 2009, the Group operated a total of 9,364 stores covering
all food retailing formats. Convenience and discount stores
are the most popular formats, accounting for 61% of the revenue and 71% of trading profit in France.
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Presentation of the Group
Registration document 2009 / Casino Group
Business & strategy
Number of stores by format (At December 31, 2009)
Number
of stores
Format/
Positioning
(1)
HYPERMARKETS
117
URBAN AND RURAL SUPERMARKETS
369 (1)
CITY-CENTRE SUPERMARKETS
392
CONVENIENCE / NATIONAL (SUPERETTES)
789
DISCOUNT
559
(1) Excluding international affiliates
Breakdown of sales by format (At December 31, 2009)
Cdiscount
5%
Other
3%
FranprixLeader Price
23%
Géant Casino
31%
Monoprix
10%
Superettes
9%
In 2009, Casino Supermarket sales amounted to €3,355
million.
(1)
6,751
CONVENIENCE / PARIS AREA
almost 50% of which are Casino brand goods, plus a small
non-food offering. The banner’s positioning is based on a
triple commitment – fair prices, guaranteed quality and convenience. Casino Supermarkets continued its expansion
policy during 2009, opening four new stores.
Casino Supermarkets
19%
A DIFFERENTIATING STRATEGY
FOR PRECISION RETAILING
Casino has chosen to develop a “precision” retailing approach to provide a tailored response to the expectations
of different consumer groups. This strategy is reflected in
a targeted positioning for each banner, sustained development of private-label goods and a personalised marketing
approach developed in association with dunnhumby.
A TARGETED POSITIONING FOR EACH BANNER
Each banner has a different sales strategy, giving it a unique
positioning much appreciated by consumers.
Convenience stores
THERE ARE FOUR CONVENIENCE STORE BANNERS:
Casino Supermarkets
Casino Supermarkets operate in town centres or rural areas,
with a total of 390 stores. They are concentrated in three
main regions – the Rhône valley, greater Paris and southwestern France – which account for more than 75% of its
total stores.
Casino supermarkets have an average selling area of
1,550 m2 offering mainly food products (92% of revenue),
Monoprix
Monoprix is the leading town centre food retailer, with 463
stores at end 2009.
Its expertise in town centre retailing is reflected first and
foremost in its stores.
Its Citimarché concept, which has an average selling area
of 1,800 m2, is designed to appeal to an active urban, mainly
female, clientele. It stands out for its very broad and innovative offering (up to 60,000 items) in both food and non-food,
with a wide range of private-label products. Monoprix’s
know-how is also based on its reputation as a live testingground for all new trends.
While food sales account for two-thirds of the banner’s
revenue, which totalled €3,868 million in 2009, nearly 35%
comes from cosmetics, apparel and household/leisure
products.
Monoprix has established solid leadership in cosmetics and
personal care products thanks to a distinctive distribution
channel midway between selective boutiques and mass
retailers.
Monoprix has also developed concept stores:
• Monop’ is an ultra-convenience concept unrivalled in
France. With a selling area of 150 to 300 m2, these practical, welcoming stores provide a varied offering that meets
basic daily needs as well as pleasure purchases. Monop’
operates in high traffic urban areas and is open six days
a week from nine a.m. to midnight to cater for an active
urban clientele.
• Beauty Monop’ is a store entirely dedicated to beauty and
daily hygiene products. Aimed at men as well as women,
Beauty Monop’ offers a broad selection of national brand
products, designer brands and alternative brands that are
usually sold in pharmacies.
• dailymonop’ combines fast food with ultra-freshness. With
an average selling area of 50 to 100 m2, it offers a broad
range of snacks, ready meals, dairy products, beverages,
fruits and desserts, enabling consumers to choose a different menu every day.
In 2008, Monoprix expanded its position in the booming organic segment with the acquisition of Naturalia, the leading
specialist retailer of organic products in the Paris region
with 41 outlets offering more than 5,000 items.
In 2009, Monoprix pursued an active expansion policy across
all its formats, opening four Citymarchés, ten Monop’, five
dailymonop’ and two Naturalia stores.
Monoprix’s 2009 consolidated revenue totalled €1,829
million.
Presentation of the Group
Registration document 2009 / Casino Group
Franprix
Franprix is based mainly in Paris and, more recently, in the
centre of large cities in the Rhône valley and Mediterranean
basin. It is an ultra-convenience format with an average selling area of 450 m2, offering a comprehensive range of family
food products with a balanced mix between the major national brands and the competitively priced Leader Price label.
Ease of access and flexible opening hours also contribute to
its success.
Franprix has established itself as a powerful, differentiated
concept in the Parisian convenience segment, where it holds
a significant share of the market.
In 2008, to meet consumer demand for modern, convenient
shopping facilities, Franprix launched a new store concept
with a restyled look, a product offering geared more towards
fresh produce and snacks, and longer opening hours.
Franprix stepped up its expansion during the year, opening
92 new stores including 12 rebrandings, and continued to upgrade its stores with the new concept. At end-2009, Franprix
operated a total of 789 stores. It will continue to expand
rapidly in 2010 and has plans to open almost 100 new stores
during the year. The target is to reach a total of 1,000 stores
in 2012.
In 2009, Franprix’s revenue totalled €1,916 million.
Superettes
THERE ARE THREE SUPERETTE BANNERS: PETIT CASINO,
VIVAL AND SPAR.
Petit Casino
Petit Casino is the Group’s historic convenience format. It
projects a friendly, welcoming image and offers an extensive
range of food products including high-quality fresh produce.
The banner is an integral part of local life in urban and suburban areas.
Vival
Vival operates mainly in villages and also projects an friendly, welcoming image. Alongside a food offering comprising
mainly Casino brand goods, outlets also offer magazines,
newspapers and tobacco products as well as fax and other
services.
Spar
Spar operates in urban and suburban areas, offering a range
of food products as well as services such as photo development, bus tickets, etc.
Recognised expertise in franchising is one of the key strengths
of the superette business model. In ten years, the number of
franchise stores has increased to more than 4,800, mainly
under the Spar and Vival banners. Franchising is an excellent growth driver and also provides a high return on capital.
The network comprises 6,751 stores, covering the whole of
France. The Group is continuing to expand and optimise the
(1) Excluding wholesale stores.
network, opening 492 (1) outlets and closing 417 (1) during
2009.
With a selling area ranging from 12 to 800 m², the superette
stores posted revenue of €1,506 million in 2009.
The superettes are continuing their initiatives in the launching of new concepts. In the past few years, these include the
development of vending solutions with Petit Casino 24 and
Express by Casino in Esso service stations, as well as the
introduction of food corners in airports and train stations.
Discount
Leader Price
Leader Price, the Group’s discount banner, operates in urban
and suburban areas across France. It is aimed at price-sensitive consumers and offers an extensive food range (4,200
items), including fresh produce, frozen goods and a few core
regional products, entirely under the Leader Price own brand
and Le Prix Gagnant value line label.
This distinguishing feature, coupled with low operating costs
and inventory requirements, makes Leader Price a very attractive franchise concept as illustrated by franchisees’ ongoing
commitment to investing in the business model.
During the year, 49 new stores were opened within the banner’s sustained expansion program, bringing the total to 559
at the year-end. Leader Price plans to drive growth by continuing to expand rapidly in the future, with 100 new stores
scheduled for 2010 and a target to reach a total of 1,000 in
2013.
Net sales in 2009 totalled €2,822 million.
Hypermarkets
Géant Casino’s positioning is based on an enjoyable, comfortable shopping experience in people-friendly stores,
whose average selling area is 7,000 m2 compared with the
market standard of about 9,000 m2. It stands apart from rival banners through its emphasis on private-label products,
its expanded, prominently displayed fresh food offering, and
the development of new non-food universes such as home
decoration and lifestyle.
At end-2009, Géant Casino operated 122 stores, mainly in
southern France.
To meet customers’ expectations, and particularly women
who represent 75% of its hypermarket shoppers, Géant has
been working on renovating its concept over the past few
years with the aim of creating a more welcoming and more
convenient environment. In late 2007, the new concept was
tested in the Pessac hypermarket near Bordeaux and had
been extended to almost 30 stores by the end of 2009. The
store offering centres on fresh food, private-label products
that provide good value for money and the fast-growing apparel, home and leisure segments.
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Presentation of the Group
Registration document 2009 / Casino Group
Business & strategy
Géant Casino has also embarked on an ambitious plan to refocus its non-food offering on the more buoyant and profitable segments, such as apparel, home and leisure. Alongside
the refocusing plan, store space is being reorganised and
scaled down to improve return on capital employed. As a result, over 16,000 m2 of selling and storage space (more than
1% of the total) are being transferred to Mercialys under the
asset contribution made in 2009 (for further details, please
see “Real estate and investments”, page 17).
Another key differentiating factor was the launch of Alcudia
in 2008, a plan to capture the value of the Group’s shopping
centres through Mercialys, its dedicated shopping mall investment company (please see below for further details on
Mercialys).
Géant Casino’s revenue amounted to €5,548 million in 2009.
Other businesses
THE GROUP HAS DEVELOPED A NUMBER
OF OTHER RETAIL-RELATED BUSINESSES:
Casino Restauration
Casino Restauration was historically positioned in the fast
food segment through its chain of Casino cafeterias.
It has recently begun to reposition through innovative concepts such as theme restaurants (Villa Plancha), takeout
foodservice (Coeur de Blé) and corporate foodservice (R2C,
Restauration Collective Casino).
Banque Casino
Created in 2001 in partnership with Cofinoga, Banque Casino
provides consumer finance in Géant Casino hypermarkets,
Casino supermarkets and the Cdiscount site.
E-commerce
Cdiscount was founded in 1998 and became a Casino Group
subsidiary in 2000. It is the leading French B to C e-commerce
site, posting double-digit growth in 2009 and outperforming
its peers (1).
As a multi-specialist, Cdiscount offers 100,000 items across
more than 40 stores, organised into major universes such as
leisure and culture, high-tech, IT, household equipment, footwear and apparel, health and beauty, and services (financing,
insurance, etc.).
Since its creation, Cdiscount has cultivated a clear positioning as a specialist in the “Best products at the best prices”.
Its success is underpinned not only by this attractive price
positioning but also by its innovative capability, its highly
competitive cost structure and its fast commercial response.
In 2009, Cdiscount expanded its offering to new universes
such as apparel, footwear and travel, and also developed
new services such as Video On Demand (VOD).
2009 revenue totalled €869 million, or more than €1 billion
including VAT.
Real estate
A 51.1% subsidiary of Casino, Mercialys is an SIIC (Frenchstyle REIT) listed on the stock market since 2005. It is one
of France’s leading real estate investment companies and
a major player in shopping centres. At end 2009, Mercialys
had a portfolio of 168 properties including 99 shopping centres. It owns the Group’s shopping centres and is responsible for enhancing their value through the Alcudia/Esprit
Voisin programme (for further details, please see section
“Real estate and investments”).
SUSTAINED DEVELOPMENT IN PRIVATE-LABEL
GOODS
The Casino Group was a pioneer in private label products,
launching its own brand as early as 1901.
In 1931, it released its first advertising for private label products with the slogan “Casino, above all a great brand”. In
1959, the Group began to put sell-by dates on its products,
well before the regulations were introduced, and in 1984, offered a double money-back guarantee on its products.
Since 2005, the Group has stepped up the development of
its own label.
In 2005, the private-label mix was completely overhauled,
including new-look packaging, specific promotional campaigns (e.g. Gratos) and the development of 340 core items.
In 2006, the private-label platform was consolidated with
the introduction of a new design across the entire range, an
increased presence in the more buoyant markets and segments such as fresh produce and wines, and the launch of
451 new products in more specific segments.
2007 was a year of differentiation, with the adoption of higher quality communications, strong positioning in theme
ranges (e.g. nutrition), and the launch of 500 new products
including cosmetics and confectionery.
Thanks to this sustained development policy, the Casino
brand enjoyed double-digit sales growth from 2005 to 2008.
The brand’s strength lies in its competitive pricing, broad
product range and ability to regularly renew its product lines.
For example, more than 1,500 new products were introduced
in 2009.
Casino brand products were sold in almost 7,300 stores in
2009, making it the leading private label in FMCG and refrigerated products in terms of sales penetration. It now accounts
for more than 50% of total volumes (2).
(1) Source: ICE 30 Panel.
(2) Private and value line FMCG and refrigerated products across all formats (Géant, Casino Supermarkets and convenience stores).
Presentation of the Group
Registration document 2009 / Casino Group
In 2009, the Casino product portfolio comprised more than
11,500 items – including 5,100 food items – covering broad
product ranges, thereby providing a segmented offering tailored to the latest consumer trends and designed to meet
each consumer’s specific needs. The food ranges include
Casino Délice for gourmet food lovers, Casino Ecolabel for
shoppers sensitive to sustainable development issues and
Casino Bio for consumers seeking organic products.
In non-food, the product offering doubled between 2006 and
2009, and now comprises almost 6,500 items. The ranges include Ysiance for health and beauty, Casino Désirs for household and leisure goods and Tout Simplement for clothing.
In 2009, Casino expanded its Bio and non-food ranges and
introduced a new Casino Famili range. Casino Famili, as its
name suggests, is aimed at family shoppers – an important
segment during times of crisis – and includes existing product lines as well as new food and non-food items for all
family members. At end-2009, Casino Famili already comprised more than 200 items.
PRESENTATION OF INTERNATIONAL
BUSINESS AND STRATEGY
International business is a powerful growth vector for the
Group, which operates in nine countries with a total of 1,620
stores including 301 hypermarkets. International revenue
totalled €9,093 million in 2009, representing 34% of the
Group total. The trading margin was 4.5% in 2009.
The portfolio of international assets has been thoroughly remodelled. Casino now has a geographic platform comprised
of countries with high growth potential, large, young populations, fast-growing economies and a largely fragmented
retail structure.
Casino now focuses on two core regions: South America and
South East Asia, which accounted for more than 90% of the
Group’s total international revenue in 2009. Its subsidiaries
hold leadership positions thanks to their long-established
store banners and close-to-the-customer relations. Reflecting this momentum, the two regions both reported a buoyant
performance throughout the year, with organic growth of
5.7% in South America and 5.1% in Asia.
INDIVIDUALISED MARKETING
Casino also operates in the Indian Ocean region, where it has
a leading position through Vindémia.
Customer loyalty is an important factor in both revenue
growth and margin improvement. Thanks to the loyalty programme offered in its hypermarkets and supermarkets and
its participation in the S’Miles® network, the Group has a
solid customer franchise with almost 4 million card holders.
SOUTH AMERICA
In November 2006, Casino signed a partnership with dunnhumby, creating a 50/50 joint venture company. Dunhumby
is a recognised expert in mining and managing customer
data. Its mission is simple: “Understand the customer better
than anyone else”.
Through this partnership, the Group now has an effective
marketing tool and can exploit data collected from its loyalty
programme to analyse each store’s consumer profile and
build a product offering tailored to each customer type at
individual store level.
The main areas in which this approach is applied are pricing
policy optimisation, definition of assortment and communications. The initial initiatives taken in 2007 began to produce
results and were scaled up during 2008.
Optimising the pricing policy has gradually led to the introduction of a “low price guarantee”” in the hypermarkets. Since
January 2009, this guarantee has covered 3,500 products
representing 50% of FMCG and refrigerated product volumes and 67% of a price-sensitive consumer’s basket. In
terms of assortment, the Casino Délices label launched in
2008 has proved successful.
Lastly, communications have been enhanced with the introduction of personalised statements for each customer.
In 2009, the Group extended the areas covered by the “dunnhumby tool” by implementing a more effective promotional
policy and rationalising product ranges to eliminate low
turnover products without impacting revenue.
Casino is the number-one food retailer in South America, with
leading positions in Brazil, Colombia, Argentina, Uruguay and
Venezuela. South America accounted for 72% of international revenue and 61% of international trading profit in 2009.
Brazil and Colombia are the biggest contributors to South
American revenue, generating 44% and 35% respectively.
South America posted total 2009 revenue of €6,563 million
with a 3.8% trading margin.
BRAZIL
Casino has operated in Brazil since 1999, through its subsidiary Grupo Pão de Açucar (formerly CBD), which had a network
of 1,080 stores at end-2009. Grupo Pão de Açucar (GPA) is a
historic player and has a multi-format, multi-banner portfolio tailored to the diverse needs of consumers from very different socio-economic backgrounds.
GPA’s revenue totalled €8,398 million in 2009. GPA has strong
market positions in Brazil’s two most economically vibrant
states, São Paulo and Rio de Janeiro.
In 2009, GPA acquired Globex and its Ponto Frio banner, Brazil’s second largest retailer of consumer electronics and
household appliances. Globex then created a joint venture
with Casas Bahia, Brazil’s leading non-food retailer, making
GPA the unrivalled market leader in consumer electronics
and household appliances, with market share of more than
25%. A new company will be launched to house GPA and
Casas Bahia’s online retailing business, thereby creating the
second largest Brazilian internet retailer. GPA will own 83%
of the new company.
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Presentation of the Group
Registration document 2009 / Casino Group
Business & strategy
With these initiatives, GPA has consolidated its position as
Brazil’s leading retailer in both food and durable goods.
It places a strong focus on the quality of customer welcome
and an impeccable after-sales service.
GPA is proportionately consolidated. Casino owned a 33.7%
interest in GPA at end-2009.
Ponto Frio: 455 stores
GPA posted consolidated revenue of €2,901 million in 2009.
Ponto Frio is aimed mainly at the middle income segment. It
provides a broad range of household appliances and furniture, accompanied by advice and services.
Hypermarkets
Extra: 103 stores
Extra hypermarkets offer a vast range of food products as
well as personal and household equipment, aiming to meet
the demands of as many consumers as possible at the best
prices.
Supermarkets
Pão de Açúcar: 145 stores
Pão de Açúcar convenience supermarkets offer a broad array
of high quality produce. Always at the leading edge of technology, the banner also offers a range of services to meet
the needs of a relatively affluent clientele.
Sendas: 68 stores
Sendas stores are convenience-format supermarkets operating exclusively in the Rio de Janeiro area and offering a
broad range of premium products with high quality service.
Extra Perto: 13 stores
Extra Perto stores are large supermarkets designed on a human scale. They provide an extensive food offering as well as
a broad non-food range in modern, pleasant surroundings.
COLOMBIA
Casino has operated in Colombia for ten years through its
subsidiary Exito. At end-2009, Exito had 260 stores in 51
towns and cities across the country. It intends to consolidate
its coverage of large cities, enter small and mid-size urban
markets and develop convenience formats. It also plans to
develop its Bodega banner, which is aimed at the lower income population.
Exito strengthened its position as Columbia’s leading food
retailer in 2007 with the acquisition of Carulla Vivero. It is
now number-one in all its formats and has a 38% market
share (1).
During 2009, Exito continued to rationalise its banners, converting 33 stores to Bodega outlets. Two new Exito hypermarkets were also opened.
In 2009, Exito’s revenue totalled €2,281 million. Hypermarkets
contributed 72%, supermarkets 18%, with the remainder
coming from other formats.
Exito has been fully consolidated since May 1, 2007. Casino
held a 54.8% interest in its share capital at end-2009.
CompreBem: 157 stores
CompreBem supermarkets are aimed more at lower-income
consumers. They provide a large range of primarily privatelabel food products, as well as a selection of non-food products.
Hypermarkets
Exito: 89 stores
Extra Facíl superettes are local convenience stores with a
simple, pleasant look. They offer all basic products and services, with good value for money.
Exito is a hypermarket banner with stores in 21 towns and
cities. Its food and non-food product offering is tailored to
the needs of all segments of the Colombian population. Exito
stands out for the quality of its textile range. Its private-label
products also enjoy a very good reputation with consumers.
The outlets provide a variety of services including the “Exito
points” loyalty programme, travel and financial services
(insurance).
Cash and carry
Assai: 40 stores
Supermarkets: 89 stores
Carulla
Convenience
Extra Facíl: 52 stores
Assai is an “Atacarejo” store, a booming sector in Brazil.
Atacarejo is a combination of “Atacado” or wholesaler and
“Varejo” or retailer. Assai is aimed at restaurant operators
and the lower income segment, offering a broad range of
food products and a small selection of non-food products.
Other formats
Extra Eletro: 47 stores
Extra Eletro specialises in consumer electronics and household equipment, as well as furniture and other accessories.
(1) Source: Nielsen, December 31, 2008.
Carulla is the main supermarket banner and is renowned for
its high quality.
Pomona
Pomona supermarkets are aimed at an affluent clientele
and offer targeted gourmet products. The network operates
mainly in Colombia’s four major cities: Bogotá, Medellín, Cali
and Barranquilla.
The two banners have a joint loyalty programme called
“Supercliente Carulla Pomona”.
Presentation of the Group
Registration document 2009 / Casino Group
Other: 35 stores
Other banners - Merquefacil, Surtimax, Ley, Homemart,
Proximo and Q’Precios - are less important and are due to
be combined under the Bodega umbrella banner.
Bodega: 47 stores
Bodega is aimed at low-income families who generally prefer to shop in traditional convenience stores rather than big
retail chains. They are located in suburban areas and offer
a comprehensive range of basic products, mainly under the
Surtimax private label.
ARGENTINA
Casino has been present in Argentina since it acquired
Libertad in 1998. The Group developed the Libertad chain of
hypermarkets and launched the Leader Price brand before
creating a network of Leader Price discount stores.
Libertad also operates other specialist retail formats, including Planet.com and Hiper Casa, as well as a chain of
Apetito Fast Food restaurants.
In 2009, the Group had a total of 49 stores in Argentina generating €319 million in revenue.
Hypermarkets
Libertad: 15 stores
Libertad is the leading hypermarket chain outside the capital, operating mainly in large inland cities. It is typically the
anchor store in a shopping centre.
Discount stores
Leader Price: 26 stores
Leader Price convenience supermarkets are located mainly
in Buenos Aires and its suburbs, offering a large choice of
products some 20 to 30% cheaper than the national brands,
with a 50/50 mix between private-label and national brands.
Other: 8 stores
Planet.com
Planet.com is a specialist electronics retailer (computers,
audio, video, photography etc.), with an average selling area
of about 2,000 m2.
Hiper Casa
Hiper Casa sells home and office decoration and equipment
and is the Argentinean leader in this market. It is a benchmark for consumers seeking quality products and service.
VENEZUELA
The Group has operated in Venezuela since 2000 when it acquired a stake in Cativen. The leading supermarket chain
with the Cada banner, Cativen has leveraged the Casino
Group’s expertise to extend its network and diversify into
other formats, launching Exito hypermarkets and Q’Precios
discount stores. The Group now has a leading position in
Venezuela with a total of 41 stores.
Cativen’s 2009 revenue totalled €787 million.
Hypermarkets
Exito: 6 stores
Exito stores are Venezuela’s only real hypermarkets and
have committed to keeping prices lower. Their sales policy
focuses on regular promotions and a varied product range.
Exito stores are modern and practical, aimed at a clientele
of active, independent urban women aged 25 to 45. The banner’s strengths include a broad range of household appliances at highly competitive prices.
Supermarkets
Cada: 35 stores
Cada supermarkets operate in 23 towns across the country
and are known for their highly functional layout designed to
make shopping easier. They have a reputation for excellent
product quality and offer a broad range tailored to need at
highly competitive prices.
URUGUAY
The local market leader since 2000 through its Devoto subsidiary, Casino has three store banners that enjoy high brand
recognition: Disco, Devoto and Géant.
Devoto had 53 stores at end-2009 generating revenue of
€353 million and consolidated net sales of €275 million.
Supermarkets
Disco: 28 stores
Originally a chain of family supermarkets, Disco enjoys strong
recognition throughout the country and focuses on competitive pricing. Disco stores are conveniently located and much
appreciated by consumers. These two key strengths are reflected in Disco’s signature: “Ever closer at better prices”.
Devoto: 24 stores
Devoto was originally a family company and has continued
to develop by opening large modern stores, some of which
offer an extensive non-food range. With its signature “Price
and quality. Always”, Devoto clearly states its strong positioning focused on affordability but also on product quality
and customer service.
Hypermarkets
Géant: 1 store
Géant is Uruguay’s only hypermarket. This 11,000 m2 store
located in the suburbs of Montevideo offers a broad range of
products at the lowest prices in the country.
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Presentation of the Group
Registration document 2009 / Casino Group
Business & strategy
ASIA
VIETNAM
The Group has operated in Asia since 1999, where it now focuses on Thailand and Vietnam.
In 2009, Asia posted €1,686 million in revenue with a trading
margin of 5.4%. The region accounted for 18.5% of international revenue and 23% of international trading profit.
Vindémia, a Casino Group subsidiary, opened the first “Frenchstyle” hypermarket in Vietnam in 1998. Vietnam is a highly
promising market, with a large, young population of 85 million and a fast-growing economy.
At end-2009, Vindémia had nine hypermarkets and nine
shopping centres, generating €188.5 million in revenue.
THAILAND
The 1999 acquisition of a stake in Big C made Casino the
number-two large-surface food retailer in Thailand, with
26% market share (1).
There were 78 Big C stores at end-2009, mainly hypermarkets.
Big C operates as many shopping centres as hypermarkets,
reflecting the Casino Group’s aim of exporting its French
“retailing and property development” dual business model
to its key international markets.
Big C enjoys the image of a powerful local banner selling inexpensive products aligned with local tastes.
In 2009, Big C focused on getting closer to its customers by
developing its private labels and launching a new loyalty
programme: “Big Card”.
In 2009, Big C posted revenue of €1,497 million.
Casino has a 63.2% interest in Big C.
Hypermarkets
Big C Thailand: 67 stores
Big C hypermarkets offer the lowest prices in the market,
regular promotions and excellent value for money. They also
differentiate themselves from the local stores by making
shopping an enjoyable and pleasant experience (through instore events, etc.) encouraging consumers to return.
(1) Big C ranks number-two on number of hypermarkets operated in Thailand.
OTHER COUNTRIES
INDIAN OCEAN REGION
The Group operates in the Indian Ocean region through its
Vindémia subsidiary.
Vindémia has a very strong market position in Reunion,
which accounts for more than 80% of sales, but also operates in Madagascar, Mayotte and Mauritius.
The Group is leader in the region through its multi-format
positioning with Jumbo hypermarkets, Score supermarkets
and Spar convenience stores.
In 2009, the Group posted revenue of €840 million in the
Indian Ocean region.
Presentation of the Group
Registration document 2009 / Casino Group
Real estate
and investments
OPTIMISING THE PROPERTY PORTFOLIO
Real estate comprises a large part of the Group’s assets with
a value of €6.3 billion at end-2009.
In France, the portfolio is worth €4.6 billion including €3.3 billion for store premises (mainly hypermarkets and Monoprix)
and €1.2 billion for shopping centres (corresponding to the
Group’s interest in Mercialys).
The International portfolio is worth an estimated €1.7 billion
including €1.3 billion in store premises and €0.4 billion in
shopping centres.
In 2005, the Group embarked on an active strategy to capture the value of its real estate, by spinning off its shopping
centres to Mercialys, a dedicated retail real estate subsidiary and a listed company. At end-2009, Mercialys managed
a portfolio worth €2.4 billion comprising 168 assets including 99 shopping centres.
Since the sale of its standard office and warehouse properties in 2005 and 2006, the Group’s French property portfolio
has comprised two asset classes: investment property (Mercialys’s shopping centres) and food store properties.
Since 2007, the Group has pursued an assertive policy of
turning over its food store assets, by selling properties that
have reached a certain maturity to finance those with high
growth potential. Two major innovative transactions took
place in 2007: (i) the sale to AEW Immocommercial, a property mutual fund (OPCI) (1), of 250 urban convenience store
and supermarket properties that could no longer be extended any further, and (ii) the sale of store properties in Reunion
to Immocio, another OPCI owned by the Generali group.
A further transaction was completed in 2008, comprising
the sale of 42 superettes, Casino supermarket and FranprixLeader Price store properties to AEW Immocommercial and
the sale of four Casino supermarket properties to another
partner.
The Group continued with this policy in 2009, selling further
superette, supermarket and Franprix-Leader Price store properties in France. It also sold two shopping centres under its
2007 partnership with real estate investment fund Whitehall. This partnership, created to develop shopping centres
in Poland, leverages the property development team’s skills
through a dedicated unit called Mayland.
In 2009, Casino created GreenYellow, a wholly-owned subsidiary involved in photovoltaic (PV) energy. The new venture
will leverage the Group’s expertise in property development,
construction and operation, as well as the favourable geogra-
phic location of its stores, a majority of which are in sunny regions. As a designer and promoter of solar power generating
systems, GreenYellow has defined an ambitious development
programme that involves equipping all of the Group’s sites in
mainland France south of a Bordeaux-Grenoble line, as well
as in Corsica and Reunion Island. This represents potential
capacity of more than 250 MW. Subsequently, non-Group
clients will be able to benefit from GreenYellow’s expertise
to equip their parking lots, commercial and industrial buildings with rooftop PV systems.
ROLLING OUT THE DUAL RETAILING
AND PROPERTY DEVELOPMENT MODEL IN FRANCE
AND ABROAD
The Group’s expansion plan in France and abroad is based
on a business model combining retailing with property. This
model underpins the Group’s profitable growth strategy and
meets two key objectives: to increase the appeal of its sites
in order to drive the retail business and to create a portfolio
of valuable assets.
Casino has set up a dedicated department in France called
Casino Immobilier et Développement, which comprises subsidiaries specialising in areas ranging from land purchase
and property development to property letting and asset value
enhancement.
• Immobilière Groupe Casino (IGC), a wholly owned subsidiary, holds the Group’s store properties.
• Mercialys, a subsidiary of IGC, owns the Group’s shopping
centres in France and is responsible for operating this highpotential retail space with the goal of capturing its full
value. Mercialys is one of France’s biggest property companies and a leading shopping centre specialist.
• Casino Développement coordinates expansion in France
and internationally.
• IGC Promotion, Onagan and Soderip promote the Group’s
retail space in France.
• IGC Services manages asset turnover and financial engineering of the property portfolio.
• Mayland develops shopping centres in Central and Eastern
Europe.
• Sudeco manages shopping centre leases.
• GreenYellow installs solar panels on store roofs and car
parks shopping centres.
(1) A tax-advantaged vehicle in France designed to promote investment in property stocks.
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Presentation of the Group
Registration document 2009 / Casino Group
Real estate
and investments
ENHANCING THE VALUE OF EXISTING ASSETS: ALCUDIA
Mercialys, the owner of the Group’s shopping centres in France, aims to redevelop its retail space to meet changing consumer
trends. By renovating and extending high potential retail space, Mercialys attracts the most active banners and contributes
to enhancing the vitality of Casino’s shopping centres.
Three years ago, the Group set up the Alcudia/Esprit Voisin plan, a major programme to enhance the value of its retail properties with a view to creating both real estate value and business value in France.
Initiated in 2006, the plan aims to strengthen the appeal of the Group retail properties by extending shopping centres and
creating thriving sites that have their own personality and are deeply rooted in local life.
The process of reviewing and defining a strategic plan for the Group’s 109 sites was finalised in 2007 and the operational
rollout phase began in 2008.
In 2009, a major milestone was achieved when Casino contributed to Mercialys a €334 million portfolio of property assets
comprising 25 Casino development projects and hypermarket retail and storage space.
By end-2009, five shopping centres had been extended and nine others refitted to the Esprit Voisin concept.
Seven new shopping centres will be delivered in 2010.
Registration document 2009 / Casino Group
Management
report
20. Financial highlights
21. Business review
28. Parent company business review
30. Subsidiaries and associates
36. Subsequent events
37. Outlook for 2010 and conclusion
37. Share capital and share ownership
49. Risk factors and insurance
54. Environmental report
57. Employment report
Management report
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Management report
Registration document 2009 / Casino Group
Report of the board
of directors
of Casino, Guichard-Perrachon
The information referred to on other pages forms an integral part of the report of the board of directors and is an appendix thereof.
FINANCIAL HIGHLIGHTS
2009 financial highlights:
Continuing operations
2009
€ millions
2008
Reported
Organic
adjusted (*)
change
change (1)
Total business volume excl. VAT (2)
36,842
36,144
1.9%
3.0%
Net sales
26,757
27,076
-1.2%
-1.0%
Gross profit
6,921
7,026
-1.5%
EBITDA (3)
1,849
1,909
-3.2%
639
643
-0.5%
1,209
1,266
-4.5%
Depreciation and amortisation expense
Trading profit
Other operating income and expense
(37)
(81)
Financial income and expense, of which:
Finance costs, net
Other financial income and expense, net
Profit before tax
(345)
(343)
(2)
828
(387)
(371)
(16)
798
Income tax expense
(201)
(217)
7.5%
14
- 55.5%
Share of profits of associates
6
-1.0%
-2.5%
10.9%
7.5%
3.7%
Net profit from continuing operations:
633
595
6.5%
Attributable to equity holders of the parent
Attributable to minority interests
Net profit from discontinued operations
Attributable to equity holders of the parent
Attributable to minority interests
Total net profit
Attributable to equity holders of the parent
Attributable to minority interests
543
91
228
48
179
861
591
270
499
95
4
(4)
8
599
495
103
8.6%
Underlying net profit attributable to equity holders
of the parent (4)
534
538
–
–
–
43.8%
19.3%
-0.8%
(*) Data for 2008 have been adjusted to reflect the impact of IFRS 8 and IFRIC 13, which became effective on 1 January 2009. Super de Boer assets
were disposed of at the end of 2009. In accordance with IFRS 5, the company’s net income has been reclassified under “Discontinued operations”
from 1 January 2008.
(1) Based on constant scope of consolidation and exchange rates, and excluding the impact of asset disposals to OPCI property mutual funds.
(2) Includes all revenue from consolidated companies, associates and franchisees, on a 100% basis.
(3) EBITDA (earnings before interest, taxes, depreciation and amortisation) = trading profit + amortisation and depreciation expense.
(4) Profit from continuing operations adjusted for the impact of other operating income and expense, non-recurring financial items and non-recurring
income tax expense/benefits (see Appendix).
Management report
Registration document 2009 / Casino Group
BUSINESS REVIEW
2009 results demonstrate the resilience of Casino’s business model in a difficult economic environment.
Sales fell by 1.2% in 2009.
Changes in scope of consolidation had a positive impact of 0.4%. Grupo Pão de Açúcar’s consolidation of Ponto Frio as of 1 July
2009 was partially offset by the deconsolidation of two Franprix-Leader Price franchises at end-December 2008.
Exchange rates had a negative impact of 0.6%. A decline in the Brazilian, Colombian and Argentinean currencies against the
euro was offset by an appreciation of the Thai baht and Venezuelan bolivar.
Sales were down 1.0% on an organic basis*, but stable excluding petrol, reflecting robust business activity in France and
continued sustained growth in international markets.
• In France, the resilience of convenience formats and double-digit growth in Cdiscount sales helped contain the fall in sales
to 3.8% on an organic basis* (down 2.7% excluding petrol).
• Organic growth in international markets remained buoyant at 4.9%, both in South America and Asia.
Trading profit was down 4.5% as reported and 2.5% on an organic basis*.
Trading margin fell by 16 bps to 4.5% and by 7 bps on an organic basis*.
• Trading margin in France fell by 32 bps due to lower trading margins at hypermarkets. Trading margins at the convenience
stores and Franprix-Leader Price remained strong.
• International trading margin improved by 21 bps and by 41 bps on an organic basis*, reflecting an improvement in margins
in South America (excluding Venezuela) and Asia.
The Group significantly improved its operating efficiency. Cost-cutting and inventory-reduction targets were exceeded and
capital expenditure was effectively managed. Financial flexibility was enhanced thanks to a substantial improvement in
“free operating cash flow”**, rapid implementation of the asset disposal programme, the success of Exito’s share issue
and renegotiation of the Carulla put. The net debt to EBITDA ratio was brought down to 2.2x at end-2009 from 2.5x one year
earlier.
* Based on constant scope of consolidation and exchange rates, and excluding the impact of disposals to OPCI property mutual funds.
** Free cash flow = cash flow + change in WCR - CAPEX.
FRANCE
(66% of consolidated net sales and 66% of consolidated trading profit)
€ millions
2009
2008
% change
adjusted
Net sales
Trading profit
Trading margin
% organic
change
17,664
18,557
-4.8%
-3.8%
804
904
-11.1%
-9.7%
4.5%
4.9%
-32 bp
-30 bp
Sales in France fell 4.8% in 2009, to €17,664 million compared to €18,557 million in 2008.
Changes in scope of consolidation had a negative impact of 1.1%, of which 1.0% was due to the deconsolidation of two
Franprix-Leader Price franchises at end-2008. Petrol had a negative impact of 2.1%. Excluding petrol, sales in France were
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Management report
BUSINESS REVIEW
down 2.7% on an organic basis. Part of the decline was due
to the termination of affiliate contracts, mainly with Coop
de Normandie, which had a 0.7% negative impact on sales
growth.
The resilience of convenience formats (Monoprix, Casino
Supermarkets and Franprix) and continued double-digit
growth at Cdiscount helped offset the impact of lower sales
at Géant Casino and Leader Price.
Trading profit fell 11.1% to €804 million, and 9.7% on an
organic basis*. The decline was contained thanks to a
robust gross margin driven by a favourable format mix and
the implementation of the cost-cutting plan. Trading margin
was down 32 bps, mainly due to Géant hypermarkets’ lower
trading margin. The convenience formats and FranprixLeader Price posted solid margins.
Highlights by format were as follows:
• Franprix-Leader Price sales declined by 5.9% to €4,007
million from €4,260 million in 2008.
Franprix delivered a satisfactory commercial performance
with stable same-store sales. Footfalls held firm, attesting
to the banner’s strong appeal and the success of the new
store concept, with renovated stores achieving doubledigit growth. Expansion was stepped up in 2009, with 80
new stores opened and 12 banner conversions. The Franprix
network had 789 stores at end-December 2009.
Leader Price’s same-store sales were down 9.1%. In 2009,
the entire discount sector was affected by a contraction in
spending among the format’s traditional customers, who
are more sensitive to the economic environment, thereby
reducing the average basket value. Against this backdrop,
Leader Price maintained its market share in 2009 thanks
to a sustained expansion policy (49 stores opened). As part
of its network rationalisation programme, Leader Price
also closed ten stores and converted ten urban stores to
other Group banners (mainly Franprix).
Excluding the impact of deconsolidating two franchises,
total sales were down by just 1.4%, thanks to a significant
contribution from both banners’ new stores.
Franprix-Leader Price trading margin contracted by only
33 bps despite the decline in Leader Price same-store
sales, illustrating the robustness of both banners’ business
models.
• Géant Casino hypermarket sales were down 9.4% to €5,548
million, versus €6,121 million in 2008. Part of the decline
was due to the termination of affiliate contracts, mainly
with Coop de Normandie, which had a 1.3% negative impact
on sales growth.
Hypermarkets were faced with a difficult environment in
2009, reflected in a reduction in discretionary spending and
greater consumer price-sensitivity. Against this backdrop,
Géant’s same-store sales excluding petrol fell by 6.3%.
Food sales were down 4.9%. In a more competitive environment, Géant focused on a controlled marketing policy,
which was reflected in moderate promotional activity and
targeted price cuts.
Non-food sales declined by 9.6% due to consumer spending
arbitrages. Throughout the year, Géant continued to reposition its offer on the most revenue-generating and highest
margin categories such as apparel, home and leisure.
Cost-cutting measures partially offset the impact of lower
sales on trading profit and margin. Trading profit amounted
to €115 million in 2009, giving a margin of 2.1%, down 111 bps.
• Casino Supermarkets recorded a 2.5% decline in sales, to
€3,355 million compared with €3,441 million the previous
year. Same-store sales fell by 3.5% (excluding petrol).
Casino Supermarkets continued its expansion policy
in 2009, opening four new stores during the year. Sales
excluding petrol were down 1.4% but stable excluding the
impact of terminated affiliation contracts, which had a
negative effect of 1.3%.
Market share remained stable across the year.
Trading margin improved slightly.
• Monoprix sales held steady (-0.1%), totalling €1,829
million compared with €1,830 million in 2008, due to an
assertive expansion policy across all its formats and the
consolidation of Naturalia. During the year, Monoprix
opened four Citymarché, ten Monop’, five dailymonop’
and two Naturalia stores. Same-store sales dipped 1.7%
in 2009.
Margins were notably affected by the sustained expansion
policy but remained high.
• Superette sales were down 4.1% to €1,506 million from
€1,570 million the previous year.
The margin rose slightly as a result of the store rationalisation programme, which led to 492 stores being opened
and 417 closed in 2009.
• Other businesses, primarily Cdiscount, Mercialys, Banque
Casino and Casino Restauration, reported 6.4% growth in
sales, to €1,420 million versus €1,334 million in 2008.
This strong performance was driven by double-digit growth
in Cdiscount net sales, which totalled €869 million in 2009.
Cdiscount achieved an increase in the number of site
visitors and an improved conversion rate, reflecting the
success of its extremely competitive pricing policy, highly
responsive approach and innovative capability. In 2009,
Cdiscount once again extended its offer to new universes
such as apparel, footwear and travel, and also developed
new services such as video on demand (VOD).
* Based on constant scope of consolidation and exchange rates, and excluding the impact of asset disposals to OPCI property funds.
Management report
Registration document 2009 / Casino Group
Mercialys reported double digit growth in rental income at 15.5%*, driven by organic growth of 6.1%*. During the year,
Casino contributed 25 development projects worth €334 million to Mercialys under the Alcudia/“Esprit Voisin” programme, in
exchange for new Mercialys shares. This represented Mercialys’s biggest transaction since its IPO and a key milestone in its
strategy of capturing the value of the Group’s property assets.
Casino Restauration sales improved during the second half, leading to growth over the year as a whole, mainly due to its
corporate foodservice activities.
The strong growth in trading profit reported by the other businesses sector was mainly due to an excellent performance by
Mercialys.
* Data published by the company.
INTERNATIONAL
(34% of consolidated net sales and consolidated trading profit)
€ millions
2009
2008
% change
adjusted
Net sales
Trading profit
Trading margin
% organic
change
9,093
8,519
+6.7%
+4.9%
406
362
+12.0%
+15.0%
4.5%
4.3%
+21 bp
+41 bp
International sales expanded by 6.7%. The scope effect was a positive 3.8% following GPA’s consolidation of Ponto Frio from
1 July. The currency effect was a negative 2.0%, as the rise in the Thai baht was offset by a depreciation of the Brazilian,
Colombian and Argentinean currencies. Organic growth was 4.9%, driven by sustained growth in both South America (5.7%)
and Asia (5.1%).
With sales of €9,093 million in 2009 (versus €8,519 million in 2008), International operations now account for 34% of the
Group’s total consolidated sales.
Trading profit totalled €406 million in 2009, versus €362 million in the year-earlier period, representing an increase of 12.0%.
On an organic basis, trading profit rose by 15.0%.
Trading margin rose 21 bps to 4.5%, and 41 bps on an organic basis, driven mainly by Asia. Excluding Venezuela, trading
margin in South America rose 28 bps. Growth in trading profi t from other businesses stemmed mainly from property
development activities in Poland.
South America
Brazil: GPA has been proportionately consolidated on a 33.7% basis since 21 September 2009 (compared with 35.0% at
30 June 2009). Ponto Frio has been consolidated by GPA since 1 July 2009.
Argentina
Uruguay
Venezuela
Colombia: fully consolidated (54.8%-owned compared with 61.2% previously).
€ millions
2009
2008
% change
adjusted
Net sales
Trading profit
Trading margin
% organic
change
6,563
6,084
+7.9%
+5.7%
248
254
-2.4%
+2.2%
3.8%
4.2%
-40 bp
-14 bp
Sales in South America rose 7.9% to €6,563 million, versus €6,084 million in 2008.
Organic growth was sustained at 5.7%, driven by 4.4% growth in same-store sales. This was mainly due to GPA in Brazil,
which posted an acceleration in same-store sales growth to 12.7%*, with its effective marketing strategy leading to good
performances in both food and non-food. All in all, GPA’s sales rose 29%* following the consolidation of Ponto Frio from
1 July 2009. This acquisition, as well as the joint venture agreement entered into in December by Globex and the retail
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Management report
BUSINESS REVIEW
operations of Casas Bahia have made GPA the unrivalled leader in consumer electronics and household appliances with a
market share of more than 25%.
Argentina, Uruguay and Venezuela continued to deliver robust performances on a same-store basis.
In a lacklustre economic environment in Colombia, Exito sales contracted by 2.2%* and 4.1% on a same-store basis. Exito’s
policy of developing its private label, which celebrated its 60th anniversary in 2009, and implementing various marketing
campaigns helped contain the decline in sales, particularly in non-food. Exito continued to rationalise its network and converted
33 stores to the Bodega banner, a format more oriented toward a lower income population. It also opened two new hypermarkets
during the year.
Trading profit amounted to €248 million in 2009, down 2.4% primarily due to Venezuela.
Trading margin in South America contracted by 40 bps as reported and by 14 bps on an organic basis. The reported decline
was due to the consolidation of Ponto Frio and a margin decline in Venezuela. Excluding Venezuela, trading margin in South
America improved 28 bps on an organic basis, led by a sharp increase in Brazil and a stable margin in Colombia, thanks to
Exito’s operational excellence plan.
* Data published by the companies.
Asia
Thailand
Vietnam
€ millions
2009
2008
% change
adjusted
Net sales
Trading profit
Trading margin
% organic
change
1,686
1,583
+6.5%
+5.1%
92
81
+13.7%
+12.1%
5.4%
5.1%
+34 bp
+34 bp
Asia reported 6.5% growth in sales to €1,686 million versus €1,583 million in 2008. Organic growth was buoyant at 5.1%,
driven by Big C’s sustained expansion policy in 2008 and continued strong growth in same-store sales in Vietnam.
Big C’s same-store sales were affected by the slack economic environment and a drop in tourist traffic due to the political
unrest. However, local currency sales growth was 1.5%, lifted by the opening of 12 new hypermarkets in 2008 and one in
2009.
Vietnam opened one new hypermarket in 2009, bringing the total to nine stores.
Asia delivered double-digit growth in trading profit, at 13.7% on a reported basis and 12.1% on an organic basis.
Trading margin rose 34 bps, driven by both Vietnam and Thailand. In Thailand, margin growth attests to robustness of the
dual retail and property business model.
Other businesses
Indian Ocean
Poland
€ millions
2009
2008
% change
adjusted
Net sales
Trading profit
Trading margin
844
% organic
change
852
-1.0%
-0.6%
66
28
n.m.
n.m.
n/a
n/a
n/a
n/a
Other businesses mainly comprise the Indian Ocean region and the Group’s property development operations in Poland.
The Indian Ocean region delivered a satisfactory performance with sales stable on a same-store basis and down slightly on
an organic basis.
Growth in trading profit from other businesses notably reflects the impact of property development operations in Poland.
Management report
Registration document 2009 / Casino Group
COMMENTS ON THE CONSOLIDATED FINANCIAL STATEMENTS
Significant accounting policies
Pursuant to European regulation 1606/2002 of 19 July 2002,
the consolidated financial statements have been prepared
in accordance with the standards and interpretations issued
by the International Accounting Standards Board (IASB), as
adopted by the European Union and mandatory as of the
reporting date. These standards are available on the European
Commission’s website (http://ec.europa.eu/internal_market/
accounting/ias_fr.htm). They include international accounting
standards (IAS) and international financial reporting standards
(IFRS), as well as interpretations issued by the International
Financial Reporting Interpretations Committee (IFRIC).
The significant accounting policies set out in note 1.5 to the
consolidated financial statements have been applied consistently to all periods presented in the consolidated financial
statements, after taking account of or with the exception of
the new standards and interpretations set out in notes 1.1.1
and 1.1.2. These new standards and interpretations had no
material effect on the consolidated financial statements.
The change of accounting method following the adoption
of IFRIC 13 “Customer Loyalty Programmes”, IAS 23 revised
“Borrowing Costs” and IFRS 8 “Operating Segments” are
described in note 1.3 to the consolidated financial statements.
In addition, the Group has elected for early adoption of the
improvement to IFRS 8, which eliminates the requirement to
disclose total assets by operating segment if this indicator is
not regularly reported to the chief operating decision maker.
Main changes in the scope
of consolidation
• Deconsolidation of two franchisees in the Franprix-Leader
Price sub-group as of December 2008.
• Consolidation of Ponto Frio by GPA since 1 July 2009.
• Following this acquisition, GPA carried out a rights issue,
which had the effect of reducing the Group’s percentage
interest from 35.0% at 30 June to 33.7% from 21 September
2009.
• Following Exito’s share issue and renegotiation of the put
option on Carulla Vivero, Casino’s interest in Exito dropped
from 61.2% to 54.8% at 31 December 2009.
• Super de Boer assets were disposed of at the end of 2009.
In accordance with IFRS 5, the company’s net income has
been reclassified under “Discontinued operations” from
1 January 2008.
Consolidated net sales fell by 1.2% to €26,757 million from
€27,076 million in 2008. Changes in consolidation scope had
a positive impact of 0.4%. Exchange rates had a negative
impact of 0.6% (see comments above).
A detailed review of sales trends is presented above, in the
sections on French and International operations.
Main scope effects
Changes in consolidation scope had a positive impact on sales
of 0.4%, mainly due to Grupo Pão de Açúcar’s consolidation of
Ponto Frio, which was partly offset by the deconsolidation
of two Franprix-Leader Price franchises as of 31 December
2008.
Main currency effects
Exchange rates had a negative impact of 0.6%. A decline
in the Brazilian, Colombian and Argentinean currencies
was largely offset by an appreciation of the Thai baht and
Venezuelan bolivar.
Trading profit
Trading profit contracted by 4.5% over the period to €1,209
million. Exchange rates had a negative impact of 0.5%.
Changes in consolidation scope had a negative impact of
1.4%, mainly due to the deconsolidation of two FranprixLeader Price franchises at end-December 2008 and the
negative contribution of Ponto Frio’s consolidation to trading
profit.
Trading profit declined by 2.5% on an organic basis.
A detailed review of trading profit is presented above, in the
sections on French and International operations.
Operating profit
Other operating income and expense represented a net
expense of €37 million in 2009, compared with a net expense
of €81 million in 2008.
The net expense of €37 million in 2009
mainly included:
• €146 million in net gains on asset disposals (including €139
million in gains on the distribution of Mercialys shares, a
€22 million gain on the disposal of Vindémia production
assets and a €28 million loss on the disposal of the Group’s
interest in Easy Colombia);
• €70 million in provisions for contingencies;
• €68 million in restructuring provisions and expense, mainly
for the convenience stores and Franprix-Leader Price;
• €27 million in litigation provisions and expense;
• €15 million in asset impairment losses;
• €2 million in other expense (mainly reflecting a €75 million
non-recurring expense due to a tax amnesty law in Brazil,
partially offset by income from a €69 million indemnity
linked to the termination of an exclusivity clause negotiated
by GPA).
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Management report
BUSINESS REVIEW
The net expense of €81 million in 2008
mainly included:
• €57 million in gains on asset disposals (including €22 million
on the sale of Mercialys shares and €31 million on OPCI
property disposals);
• €16 million in impairment losses;
• €19 million in litigation provisions and expense;
• €36 million in provisions for contingencies;
• €27 million in restructuring provisions and expense, mainly
at Exito;
• €27 million in provisions relating to the Exito TRS;
• €13 million in other expense (including a €5 million dilution
loss on the Group’s interest in GPA, following a share issue).
After other operating income and expense, operating profit
amounted to €1,173 million in 2009, down 1.1% from €1,186
million in 2008.
Excluding this adjustment, profit attributable to minority interests rose, primarily as a result of higher income at Mercialys
and Exito.
In light of these factors, net profit from continuing operations
attributable to equity holders of the parent rose 8.6% to
€543 million, from €499 million in 2008.
Net profit from discontinued operations attributable to
equity holders of the parent amounted to €48 million in 2009,
mainly comprising the capital gain on the disposal of Super
de Boer at end-2009. In 2008, discontinued operations
generated a net loss of €4 million, comprising expenses
associated with business activities disposed of in 2007.
Net profit attributable to equity holders of the parent rose
19.3% to €591 million from €495 million in 2008.
Underlying net profit attributable to equity holders of the
parent from continuing operations (1) amounted to €534 million,
compared with €538 million in 2008.
Profit before tax
Profit before tax was up 3.7% to €828 million, from €798
million in 2008, after deducting net financial expense of
€345 million compared with €387 million in 2008. This total
includes:
• finance costs, net of €343 million, down from €371 million
in 2008. The decrease stemmed mainly from the fall in
average debt in the international subsidiaries, coupled with
the decline in euro variable interest rates;
• other net financial expense of €2 million compared with
€16 million in 2008.
Profit attributable to equity holders
of the parent
Income tax expense came to €201 million in 2009 compared
with €217 million in 2008, giving an effective tax rate of 24.3%.
After adjustment for non-recurring exceptional items, the
effective tax rate was 27.4% versus 30.6% in 2008.
The Group’s share in profits of associates was €6 million
compared with €14 million in 2008.
Profit attributable to minority interests totalled €91 million
in 2009, down slightly from €95 million in 2008.
The decrease stemmed mainly from a €17 million adjustment to the split of Franprix-Leader Price earnings for the
period 29 April to 31 December 2008 following the Baud
dispute ruling. This amount had initially been allocated to
minority interests. The adjustment reduced the amount of
profit attributable to minority interests and increased the
amount attributable to equity holders of the parent.
Cash flows
Cash flow declined 4.4% to €1,292 million, compared with
€1,356 million in 2008.
The change in working capital was €219 million in 2009
compared with €(47) million in 2008, driven by a favourable
trend in non-goods working capital. Goods working capital
was a negative €12 million. The highly adverse impact of the
“LME” Act in France concerning supplier payment periods
was offset in 2009 by a reduction in inventories.
The Group’s capital spending policy was highly selective in
2009. Capital expenditure amounted to €810 million versus €1,222 million in 2008. In France, the Group continued
to expand in the most buoyant, cash-efficient formats.
Expansion was stepped up at Franprix and Leader Price,
Casino Supermarkets and Monoprix pursued their expansion policies. In the international markets, capital expenditure dropped in Colombia and Thailand after two years of
sustained expansion.
Acquisitions came to €1,020 million, mainly comprising the
buyout of minority interests in Franprix-Leader Price Holding
for €429 million, the impact of CBD’s acquisition of Ponto
Frio in Brazil for €124 million, Exito’s buyout of the Carulla
minority interest for €77 million and the acquisitions of
shopping centres by Mercialys for €76 million.
Disposals amounted to €788 million, mainly comprising the
sale of Super de Boer for €395 million as well as the sale of
property assets in Colombia for €85 million and in France for
€142 million.
(1) Adjusted for the impact of other operating income and expense, non-recurring financial items and non-recurring income tax expense/benefits
(see Appendix page 27: Reconciliation of reported net profit to underlying net profit).
Management report
Registration document 2009 / Casino Group
Financial position
Net debt stood at €4,072 million at 31 December 2009, compared with €4,851 million one year earlier. This substantial reduction
stemmed from an improvement in free cash flow generation and the achievement of two thirds of the €1 billion asset disposal
programme. The net debt to EBITDA (1) ratio fell to 2.2x at end-2009 from 2.5x at end-2008, whilst net debt to equity stood at
51.4% compared with 69.0% one year earlier.
The Group’s liquidity position was strengthened through the issue of €1.5 billion in bonds during the year. The February 2010
bond exchanges improved the Group’s debt profile and lengthened maturities.
Equity (before dividend distribution) amounted to €7,916 million at 31 December 2009, compared with €7,031 million one
year earlier.
(1) EBITDA (earnings before interest, taxes, depreciation and amortisation) = trading profit + amortisation and depreciation expense.
APPENDIX: RECONCILIATION OF REPORTED NET PROFIT TO UNDERLYING NET PROFIT
Underlying net profit corresponds to net profit from continuing operations, adjusted for the impact of other operating income
and expense (as defined in the “Significant Accounting Policies” section of the notes to the consolidated financial statements),
non-recurring financial items and non-recurring income tax expense/benefits.
Non-recurring financial items include fair value adjustments to certain financial instruments whose market value may be
highly volatile. For example, fair value adjustments to financial instruments that do not qualify for hedge accounting and
embedded derivatives indexed to the Casino share price are excluded from underlying profit.
Non-recurring income tax expense/benefits correspond to tax effects related directly to the above adjustments and to direct
non-recurring tax effects. In other words, the tax on underlying profit before tax is calculated at the standard average tax rate
paid by the Group.
Underlying profit is a measure of the Group’s recurring profitability.
€ millions
2008
Adjustments
2008
2009
Adjustments
(underlying)
Trading profit
Other operating income and expense, net
Operating profit
Finance costs, net (1)
Other financial income and expense, net (2)
Income tax expense (3)
Share of profit of associates
1,266
1,266
(81)
81
0
1,186
81
1,266
(371)
6
(365)
1,209
(37)
1,173
(343)
(16)
18
2
(2)
(217)
(59)
(277)
(201)
14
14
6
2009
(underlying)
1,209
37
0
37
1,209
3
(340)
13
11
(40)
(241)
6
Profit from continuing operations
595
46
640
633
12
645
Attributable to minority interests (4)
95
7
102
91
20
111
499
39
538
543
(8)
534
Attributable to equity holders of the parent
(1) Finance costs, net are stated before (i) changes in the fair value of the embedded derivative corresponding to the indexation clause on the bonds
indexed to the Casino share price and (ii) gains realised on the partial redemption of the bonds. In 2009, these items were respectively an expense of
€3 million and income of €0 million (2008: an expense of €21 million and an income of €15 million).
(2) Other financial income and expense is stated before changes in the fair value of interest rate derivatives not qualifying for hedge accounting,
representing an expense of €13 million in 2009 (2008: €28 million expense) and changes in the fair value of share put and call options, representing
income of €10 million in 2008.
(3) Income tax expense is stated before the tax effect of the above adjustments and non-recurring income tax expense/benefits (recognition of tax loss
carryforwards, etc.). In other words, the tax on underlying profit before tax is calculated at the standard average tax rate paid by the Group.
(4) Minority interests are stated before the above adjustments and, in 2009, before adjustment of profit for the period from 29 April to 31 December 2008
initially allocated to minority interests for €17 million and subsequently re-allocated to equity holders of the parent.
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Management report
PARENT COMPANY BUSINESS REVIEW
PARENT COMPANY BUSINESS REVIEW
BUSINESS REVIEW
The accounting principles and policies applied to prepare
the financial statements are substantially the same as those
used in the previous year.
Casino, Guichard-Perrachon, parent company of the Casino
Group, is a holding company. Its activities consist of defining
and implementing the Group’s development strategy and
coordinating the businesses of the various subsidiaries,
acting jointly with their respective management teams. The
Company also manages a portfolio of brands, designs and
models licensed to the subsidiaries. In addition, it manages
the Group cash pool in France and is responsible for overseeing the proper application of Group legal and accounting
rules and procedures by the subsidiaries.
These principles and policies are described in the notes to
the financial statements, which also include a detailed analysis of the main balance sheet and income statement items,
as well as movements during the year.
At 31 December 2009, the Company had total assets of
€15,210.1 million and equity of €7,124.0 million. Non-current
assets amounted to €9,398.2 million (including €9,342.9
million in investments).
In 2009, the Company had net revenue of €151.2 million
versus €136.5 million in 2008, corresponding mainly to
trademark and banner licence fees and management fees
received from subsidiaries. The Company derives substantially all its net revenue from the French subsidiaries.
Total debt stood at €7,292.2 million versus €6,046.9 at
31 December 2008, an increase of 20.6%. Net debt stood
at €5,294.9 million versus €4,655.7 million at end-2008,
an increase of 13.7%, giving a net-debt-to-equity ratio of
74.32%. The increase was mainly due to new bond issues,
as the Company raises the funds required to finance its subsidiaries. Details of debt and financial liabilities are provided
in note 13 to the parent company financial statements. No
debt is secured by collateral over the Company’s assets. At
31 December 2009, the Company had confirmed undrawn
bank lines totalling €1,743.4 million.
The Company does not have any specific research and
development activities.
FINANCIAL REVIEW
The financial statements are prepared in accordance
with French generally accepted accounting principles as
approved by the degree of 22 June 1999, and with all CRC
standards published after that date.
As required by article L.441-6-1 of the French Commercial Code
(Code de commerce), the following table shows a breakdown
of trade payables by due date at the year end:
Breakdown of trade payables at end-2009 as required by the “LME” law
Past due
1 to 30 days
31 to 60 days
61 to 90 days
More than
before the due
date
before the due
date
before the due
date
91 days before
the due date
14,508,519.14
Trade payables
Accounts payable
Bills payable
Invoices not yet received
1,735,158.67
1,087,626.28
3,324,897.27
50,706.04
–
23,064.89
–
–
917,129.65
–
Amounts due to suppliers
of non-current assets
Accounts payable
Bills payable
Invoices not yet received
Total
5,977,185.59
1,161,397.21
7,369,936.34
143,186.95
–
141,034.15
–
–
–
–
–
–
–
2,152.80
0.00
143,186.95
0.00
Management report
Registration document 2009 / Casino Group
Operating profit for the year came to €51.5 million versus
€54.0 million in 2008.
The Company had net financial revenue of €261.3 million
versus €95.8 million in 2008. The figure includes mainly :
• €526.9 million in income from investments in subsidiaries
and associates versus €257.2 million in 2008 (under the
by-laws of Distribution Casino France, Casino Restauration
and L’Immobilière Groupe Casino, the Company records its
share of each of these companies’ profit for the year in its
income statement).
• €17.6 million in reversals for impairment losses against
Latic.
• €7.7 million in reversals of provisions for the risk related to
the redemption price of bonds indexed to the Casino share
price.
• €266.1 millions in net interest expense.
• €25.5 million in provisions for impairment of Finovadis
shares and €2.2 million for Géant Argentina shares.
€72.0 million in 2008.
As the parent company of the French tax group, Casino,
Guichard-Perrachon recorded a tax benefit of €116.9 million
in 2009, corresponding to the tax saving arising from netting
off the profit and losses of the companies in the tax group.
After taking this benefit into account, net income for the year
was €403.4 million compared with €155.8 million in 2008.
NON-DEDUCTIBLE EXPENSES
In accordance with the disclosures required by Articles 223
quater, quinquies - 39-4 and 39-5 of the French General Tax
Code (Code général des impôts), no non-deductible expenses
were incurred during the year.
DIVIDENDS
to €312.8 million versus €149.8 million the previous year.
Net exceptional expense amounted to (€26.3) million versus
(€77.8) million in 2008. It includes:
• €262.8 million in reversals of provisions mainly relating to
the loss on disposal of Finovadis shares and impairment of
Marushka shares.
• €18.2 million in other exceptional revenues.
• €247.6 million in losses on asset disposals, mainly Finovadis shares for €153.3 million and the contribution of
Marushka shares to Tévir for €76.6 million.
• €26.1 million in provision expense.
• €33.6 million in other exceptional expense.
Profit for the year, before tax, came to €286.5 million versus
Including retained earnings brought forward from prior years,
the sum available for distribution comes to €2,758,967,244.48.
The Board is recommending a dividend of €2.65 per ordinary
share, representing a total amount of €292.5 million.
Private shareholders resident in France for tax purposes
will be entitled to claim 40% tax relief on their dividends, in
accordance with Article L. 158-3, paragraph 2, of the French
Tax Code (Code général des impôts). They may alternatively
elect for liability to the flat rate withholding tax.
The dividend will be paid as of 10 May 2010. Dividends on
any Casino shares held by the Company on that date will be
credited to retained earnings.
Dividends paid over the last three years and the related tax credits are as follows:
Year
Class of shares
Number of shares
Dividend
per share
Dividend
Dividend
eligible for
40% tax relief
not eligible for
40% tax relief
2006
• Ordinary shares
• Preferred non-voting shares
96,798,396 (1)
15,124,256
€2.15
€2.19
€2.15
€2.19
–
–
2007
• Ordinary shares
• Preferred non-voting shares
96,992,416 (2)
15,124,256 (2)
€2.30
€2.34
€2.30
€2.34
–
–
2008
• Ordinary shares
• Preferred non-voting shares
97,769,191(3)
14,589,469 (3)
€5.17875
€5.21875
–
–
€5.17875 (4)
€5.21875 (4)
(1) Including 112,942 ordinary shares held by the Company.
(2) Including 318,989 ordinary shares and 50,091 preferred non-voting shares held by the Company.
(3) Including 250,730 ordinary shares and 411 preferred non-voting shares held by the Company
(4) At the annual general meeting of 19 May 2009, the shareholders voted to distribute a cash dividend of €2.53 per ordinary share and €2.57 per preferred
non-voting share, plus an additional dividend in the form of Mercialys shares on the basis of one Mercialys share for eight ordinary or preferred nonvoting Casino shares. The per share value of the Mercialys stock dividend is equal to 1/8th of the Mercialys share price on 2 June 2009, i.e. €2.64875.
The following table shows the total dividend payout (in € millions) and the payout rate (as a percentage of net profit), over the
past five years:
Year
2004
2005
2006
2007
2008
Total payout
220.9
232.4
240.9
257.6
283.6
40.5
67.6
40.2
31.6
57.1
Payout rate (% of net profit)
By law, any dividends which have not been claimed within five years of their payment date will lapse and become the property
of the French State, in accordance with articles L. 1126-1 and L. 1126-2 of the French Public Property Code (Code général de
la propriété des personnes publiques).
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SUBSIDIARIES AND ASSOCIATES
SUBSIDIARIES AND ASSOCIATES
THE BUSINESS PERFORMANCE OF THE MAIN SUBSIDIARIES IS DISCUSSED ON PAGES 9 TO 27. A LIST OF CONSOLIDATED
COMPANIES IS PROVIDED ON PAGES 142 TO 146. INFORMATION ON CASINO, GUICHARD-PERRACHON’S SUBSIDIARIES
AND ASSOCIATES IS PROVIDED ON PAGE 174.
LEGAL STRUCTURE
In France, the Group’s business activities are managed
through various specialised companies:
The retailing business is mainly operated by two
subsidiaries:
Distribution Casino France, which manages all the hypermarkets, supermarkets and convenience stores in France:
• Asinco, which holds the Group’s interests in Franprix/
Leader Price: Franprix Holding, Franprix Distribution,
Leader Price Holding, Leadis Holding, Figeac, Cogefisd,
Sofigep, Sodigestion and H2A.
• Codim 2, which operates the Group’s hypermarkets and
supermarkets in Corsica.
• Floréal and Casino Carburants, which operate the service
stations on hypermarket/supermarket premises.
• Serca, which provides an after-sales service with its
subsidiary Acos (online support).
• Casino Vacances, the Group’s travel agency, which distributes its catalogue through the various networks.
• Club Avantages, which manages the S’Miles ® loyalty
programme for Casino, Shell, BHV, Monoprix, Galeries
Lafayette, SNCF and Caisse d’Epargne.
• Cdiscount (online sales).
Monoprix SA, which is 50/50 owned with Galeries Lafayette.
The Monoprix Group currently comprises some thirty companies.
The Group’s real estate interests are held by:
L’Immobilière Groupe Casino, which owns the hypermarket
premises. It has some thirty subsidiaries, including Forézienne de Participations, a real estate holding company and
majority shareholder of Mercialys, a real estate investment
company that owns the shopping centres and cafeterias
surrounding the Group’s hypermarkets and supermarkets.
Mercialys has the tax status of société d’investissement
immobilier cotée (SIIC ), a French-style REIT, and has been
listed on Euronext Paris since 14 October 2005. It has eighteen
subsidiaries and associates.
Plouescadis, which is the parent of some sixty companies
involved in property development.
The supply chain business is operated by three
subsidiaries:
EMC Distribution, the Group’s central purchasing agency.
Comacas, which manages store supplies.
Easydis, which manages warehousing and transportation of
goods from warehouses to stores.
Support functions are mainly provided through
four subsidiaries:
Casino Services, notably for accounting, legal affairs and
finance.
Casino Information Technology for information systems.
IGC Services, which provides administrative services, advice
and support to the Group’s real estate companies.
Casino Développement, which undertakes feasibility studies
and puts together the technical and administrative applications required to develop buildings for retail use and services.
Other specialised subsidiaries include:
Casino Restauration, which operates all the Group’s cafeterias and its subsidiary R2C, a foodservice company.
Banque du Groupe Casino, which manages the Group’s consumer finance and payment card business.
Campus Casino, the Group’s training centre for in-house
and external client use.
GreenYellow (formerly KSilicium), a holding company housing the solar power generation business.
The Group’s international business is operated by locally
incorporated companies.
Registration document 2009 / Casino Group
Management report
INVESTMENTS MADE IN 2009
In 2009, the Company acquired and created companies with the following direct and indirect interests:
Casino, Guichard-Perrachon
(none)
Distribution Casino France Group
Sandoz Neel (100%), Loen (18.96%).
Asinco sub-group
Sibel (99,99%), SARL Sogi Mayennedistribution (100%), SARL Sogidistribution (100%), SNC Eperdis (100%), SNC Leader
Price Chatillon (100%), SNC Leader Price Delle (100%), SNC Leader Price du Puy (100%), SNC Leader Price Essey (100%), SNC
Leader Price Marne (100%), SNC Leader Price Mormant (100%), SNC Leader Price Nogent en Bassigny (100%), SNC Leader
Price Orleannais (100%), SNC Leader Price Somme (100%), SNC Leader Price Troyes (100%), SNC Leader Price Vertus (100%),
SNC Longwydis (100%), SNC Leader Price Seine Maritime (100%), SARL Ice Haxo (100%), SAS Minimarché Chateauroux
(100%), SAS Minimarché Ile de France (100%), SAS Minimarché Région Parisienne (100%), Avidis (100%), SNC DistriRéamur
(100%), SogiPontoise (100%), Distriponthieu SNC (100%), Sogidourdan SNC (100%), Distridourdan (100%), Distrigallieni
(100%), Saint Brice Distribution SNC (100%), Socodis (100%), Distribon (100%), Alfortdis (100%), Bourdis (100%), Distribac
(100%), Auladis (100%), Districhel (100%), Tierdis (100%), Distrival (100%), Anecydis (100%), Sondis (100%), MDF (100%),
Guesde (100%), Sopaness (100%), Distrinaire (100%), Jouandis (100%), Revedist (100%), LP Bondis (100%), Distrilille (100%),
Proleader (100%), Antoines (100%), Leader Belley (49%), Leader Nîmes (49%), Leader Arbent (49%), Leader St Peray (49%),
Leader Chaintre (49%).
L’Immobilière Groupe Casino group
Viveris Odyssée SPPICAV (26,74 %).
Plouescadis Group
SNC Alcudia Troyes Barberey (100%), SNC Alcudia Grans (100%), SNC Alcudia Tarbes Laloubère (100%), SNC Alcudia Villefranche (100%), SNC Alcudia Auxerre (100%), SNC Alcudia les Clairions (100%), Semnoz A (100%), Semnoz B (100%), Semnoz
C (100%), SNC Joutes de la Peyrade (100%), Parc des Salins (99,99%), SCI Caserne de Bonne (99,95%), SCI Les Halles Bords
de Loire (99,95%).
GreenYellow Group
HECP 3 (94%), HECP 3b (94%), HECP 4 (94%), HECP 5 (94%), GreenYellow Montélimar (99,99%), GreenYellow Carcassonne
(99,99%), GreenYellow Marseille (99,99%), GreenYellow Marseille les Caillols (99,99%), GreenYellow Hyères (99,99%),
GreenYellow Marseille Plan de Campagne (99,99%), GreenYellow Marseille Barneoud (99,99%), GreenYellow Participations 3
(100%), GreenYellow Fréjus (99,99%), GreenYellow Narbonne (99,99%), GreenYellow Aix-en-Provence (99,99%), GreenYellow
Ajaccio Mezzavia (99,99%), GreenYellow Nîmes (99,99%), GreenYellow Bordeaux (99,99%), GreenYellow Montauban
(99,99%), GreenYellow Rodez (99,99%), GreenYellow Albi (99,99%), GreenYellow Corte (99,99%), GreenYellow Montpellier
(99,99%), GreenYellow Castres (99,99%), GreenYellow Ajaccio (99,99%), GreenYellow Saint-André-de-Cubzac (99,99%),
GreenYellow Valence sud (99,99%), GreenYellow Arles (99,99%), GreenYellow Participations 4 (100%), GreenYellow Gassin
(99,99%), GreenYellow du Garosse (99,99%), GreenYellow le Pradet (99,99%), GreenYellow Sauvian (99,99%), GreenYellow
Plaisance du Touch (99,99%), GreenYellow Agen (99,99%), GreenYellow Jumbo le Chaudron (99,99%), GreenYellow Jumbo
Grand Large (99,99%), GreenYellow Participations 5 (100%), GreenYellow Marseille Delprat (99,99%), GreenYellow SaintChamas (99,99%), GreenYellow Béziers (99,99%), GreenYellow Montpellier Celle (99,99%), GreenYellow Pau Lons (99,99%),
GreenYellow Gap (99,99%), GreenYellow Anglet (99,99%), GreenYellow Plaisance du Touch1 (99,99%), GreenYellow Valsprès-le-Puy (99,99%), GreenYellow La Foux (99,99%), GreenYellow Hyères Sup (99,99%), GreenYellow Canet en Roussillon
(99,99%), GreenYellow Valence 2 (99,99%), GreenYellow Entrepôts Réunion (99,99%).
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Management report
SUBSIDIARIES AND ASSOCIATES
SIMPLIFIED ORGANISATION CHART (at 31 December 2009)
Company
Business
% interest
• Distribution Casino France
Retailing (management of hypermarkets, supermarkets and
convenience stores in mainland France)
100.0
Floréal
Service stations
100.0
Casino Carburants
Service stations
100.0
Casino Vacances
Catalogue-based travel sales
100.0
Serca
After-sales service
100.0
Club Avantages
Loyalty programme management
Groupe Asinco (Franprix-Leader Price)
Holding company
100.0
Franprix Holding
Retailing
100.0
Leader Price Holding
Retailing
100.0
Franprix Distribution
Retailing
100.0
Sofigep
Retailing
100.0
Leadis Holding
Retailing
100.0
Figeac
Retailing
84.0
Cogefisd
Retailing
84.0
Sarjel
Retailing
49.0
Sodigestion
Retailing
60.0
H2A
Retailing
60.0
Cafige
Retailing
60.0
Cofilead
Retailing
60.0
Pro Distribution
Retailing
49.0
EUROPE
France
Distribution Casino France Group
• Codim 2 group
Retailing (management of hypermarkets and supermarkets
in Corsica through several subsidiaries)
98.0
100.0
Monoprix Group
Monoprix
City-centre retailing
50.0
Casino Restauration Group
Casino Restauration
Foodservice
100.0
Restauration Collective Casino – R2C
Foodservice
100.0
Villa Plancha
Foodservice
100.0
Casino Entreprise
Holding company
100.0
Cdiscount
e-commerce
Casino Entreprise Group
80.9
L’Immobilière Groupe Casino Group
L’Immobilière Groupe Casino
Real estate
100.0
Sudéco
Shopping arcades
100.0
Uranie
Real estate
100.0
La Forézienne de Participations
Holding company
100.0
Mercialys
Real estate (listed company)
IGC Services
Provision of administrative services
Onagan Promotion
Property development
51.1
100.0
99.8
Management report
Registration document 2009 / Casino Group
Company
Business
% interest
Other
Intexa
Easydis
EMC Distribution
Comacas
Distridyn
Banque du Groupe Casino
Investment
Logistics services
Central purchasing agency
Store deliveries
Fuel deliveries
Consumer finance (in partnership with Cofinoga)
97.9
100.0
100.0
100.0
50.0
60.0
Casino Services
Provision of legal, accounting and financial services
to Group companies
100.0
Casino Information Technology
Plouescadis
IGC Promotion
GreenYellow (ex Ksilicium)
Casino Développement
dunnhumby France
C-Store
Information systems management
Real estate holding company
Property development
Energy generation holding company
Retail property feasibility studies
Marketing analysis
Retailing
100.0
100.0
100.0
100.0
100.0
50.0
50.0
Poland
Mayland Real Estate Sp z.o.o
Real estate
100.0
Switzerland
IRTS
Provision of services
100.0
Luxembourg
Casino Ré SA
Reinsurance
100.0
Retailing
Retailing
100.0
100.0
Retail (listed company)
33.67
Colombia
Almacenes Exito SA
Retail (listed company)
54.8
Uruguay
Grupo Disco Uruguay
Devoto Hermanos SA
Retailing
Retail
62.5
96.5
Venezuela
Cativen SA
Retailing
65.69
SOUTH AMERICA
Argentina
Libertad SA
Leader Price Argentina SA
Brazil
Companhia Brasileira de Distribuição - CBD
(Grupo Pão de Açúcar)
ASIA
Thailand
Groupe Big C
Retail
63.2
INDIEN OCEAN
Vindémia
Retail (hypermarkets and supermarkets in Reunion,
Madagascar, Mayotte, Mauritius and Vietnam)
100.0
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SUBSIDIARIES AND ASSOCIATES
SHAREHOLDERS PACTS
The Company is party to several shareholder pacts. Details
of the main pacts are as follows:
Monoprix
On 20 March 2003, Casino and Galeries Lafayette signed an
agreement providing for the continuation of their partnership in Monoprix SA. The 25-year agreement was disclosed
to the French Stock Exchange Authorities (Conseil des
Marchés Financiers, avis CMF no. 203C0223). It provides
for the delisting of Monoprix (which took place in 2003) and
gives each partner an equal number of seats on the Monoprix
Board of Directors, with the Chairman having a casting
vote. The chairmanship rotates every three years, after an
initial five-year period during which Philippe Houzé, Chairman of Galeries Lafayette, continued to act as Chairman.
Once Casino’s interest in Monoprix has been raised to 60%,
these provisions will lapse. For as long as Galeries Lafayette
holds at least 40% of Monoprix’s capital, it will have the right
to veto any rebranding of Monoprix stores, as well as any
acquisition in excess of €80 million.
Casino and Galeries Lafayette have exchanged put and call
options, as described in note 34.2 to the consolidated financial statements and note 16 to the parent company financial
statements.
The agreement also provides for the non-transferability of
the shares held by each group, a reciprocal pre-emptive
right, a joint exit right and reciprocal call options in the event
of a change of control.
By amendment dated 22 December 2008, Casino and Galeries Lafayette agreed to suspend the exercise of their reciprocal call and put options on Monoprix shares for three years.
Philippe Houzé remains Chairman of the Board of Directors
for a term of three years until March 2012.
Franprix-Leader Price
Call and/or put options have been granted on shares in a
large number of companies that are not wholly-owned by
the Group. The options are exercisable for varying periods
up to 2043 at a price based on the operating profits of the
companies concerned (see notes 29.1.2 and 34.2 to the consolidated financial statements).
However, in 2007, when Casino took over the operational
management of Franprix and Leader Price, the minority
shareholders of Leader Price Holding informed Casino that
they contested the conditions of their replacement as managers of the business and that they intended to exercise
their put option early. Given the terms of the shareholders’
agreement and their mismanagement, the Casino Group
refutes this position and their right to early exercise of the
put option. The arbitration board upheld the Company’s
position in a ruling delivered on 2 July 2009. The board ruled
that Casino had acted legitimately in dismissing the Baud
family members as managers and that, accordingly, the
value of the remaining interests in Franprix and Leader Price
held by the Baud family should be calculated in accordance
with the promises on a multiple of 14 times the average
2006 and 2007 earnings of the two companies. Following
this ruling, on 12 November 2009 Groupe Casino acquired
the Baud family’s remaining interests in Franprix and Leader
Price and now holds 100% of both companies.
Almacenes Exito (Colombia)
In July 1999, Casino entered into a strategic development
agreement with Almacenes Exito, whereby Casino acquired
25% of this company’s share capital and became a benchmark strategic partner. In conjunction with the share acquisition, the two partners signed a shareholder pact setting
out, amongst other things, their agreement concerning the
management of the company. The pact was amended in
October 2005, and between then and 31 December 2006,
Casino increased its holding in Almacenes to 38.62%.
On 16 January 2007, Casino exercised its right of first refusal
over shares sold by one of the local partners and became the
majority shareholder on 3 May 2007.
On 17 December 2007, Casino signed a new amendment to
the Exito shareholder pact to reflect the stronger relationship between Casino, the majority shareholder, and its
strategic partners. Under the new agreements, the partners
have given up their put option, thereby releasing Casino
from its commitment to purchase their interests in Exito. In
addition, to take account of the new ownership structure,
the revised shareholder pact contains new voting rules for
appointing directors and for certain other decisions, as well
as provisions simplifying the rules on selling shares and
other customary clauses.
Casino has also entered into shareholders’ pacts with some
of its partners.
Following the Casino Group’s increase in its holdings in
Franprix Holding and Leader Price Holding ; the matching
put and call options between the Baud family and the Casino
Group were renewed in 2004.
Disco Uruguay Group (Uruguay)
In conjunction with Casino’s September 1998 acquisition
of a stake in Grupo Disco del Uruguay, a shareholder pact
was signed with the founding families covering a period of
Management report
Registration document 2009 / Casino Group
five years, renewable once. The pact sets out the basis for
the exercise of joint control by the Casino and the founding families over the business of the Supermercados Disco
del Uruguay subsidiary, with the two partners holding an
equal number of seats on the Board. The pact expired in
September 2008 and the family shareholders continue to
benefit from put options granted by Casino, exercisable until
21 June 2021. These put options are described in note 16 to
the parent company financial statements and note 34.2 to
the consolidated financial statements.
PLEDGED ASSETS
Assets pledged by the Company or companies in the Group
do not represent a material percentage of the Group’s fixed
assets (€89 million representing 0.6% of non-current assets).
RELATED-PARTY TRANSACTIONS
The Company has relations with all its subsidiaries in its
day-to-day management of the Group. These relations are
described on page 28.
Companhia Brasileira de Distribuição - CBD (Brazil),
parent company of Grupo Pão de Açúcar
As a result of the Group’s legal and operational organisation
structure (see page 30), various Group companies may also
have business relations or provide services to each other.
In 2005, the Casino Group entered into a partnership agreement with the family of Abilio Diniz providing for joint control
over the holding company and CBD. As a result, their shareholder pact was revised.
The Company also receives advice from its majority shareholder, Groupe Rallye, through Euris (formerly Groupe Euris),
the ultimate holding company, under a strategic advice and
assistance contract signed in 2003.
The two shareholders now have equal representation on the
Boards of Directors of the holding company and CBD. CBD’s
Board of Directors has fourteen members, including five
representing the Casino Group, five representing the Diniz
family and four independent directors appointed by mutual
agreement of the Casino Group and the Diniz family. Abilio
Diniz remains Chairman of CBD and has been appointed
Chairman of the holding company.
The Statutory Auditors’ special report on regulated agreements signed between the Company and (i) the Chairman
and Chief Executive Officer, (ii) a director, or (iii) a shareholder
owning more than 10% of the Company’s voting rights, or in
the case of a corporate shareholder the company controlling
that shareholder, and which were not entered into on arm’s
length terms is presented on page 176.
All major management decisions are taken by unanimous
agreement. Casino and Abilio Diniz have a right of veto over
certain decisions. They appoint the Chief Executive of CBD
by mutual agreement.
Under the shareholder pact, the Diniz family undertook not
to sell its shares in the holding company for nine years, and
Casino undertook not to sell its shares for a period of eighteen
months from July 2005, the date on which joint control was
implemented. In 2008, Casino exercised its call option over
a block of shares representing 5.6% of the voting rights and
2.4% of the share capital.
After these lock-up periods, each shareholder has a right of
first refusal should the other party wish to sell its shares.
The parties have also agreed to a certain number of changes
to the pact in 2012 designed to shift the percentage of control
over GPA between them, depending on the circumstances.
As of that year, Casino will have the right to appoint the
Chairman of the holding company. If Casino exercises this
right, the pact allows for a change in the two parties’ respective percentage control over the holding company through
the exercise of call and put options. However, this will not
give rise to any financial commitment binding on the Casino
Group without its prior agreement.
Details of related-party transactions can be found in note 36
to the consolidated financial statements.
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Management report
SUBSEQUENT EVENTS
On 8 January 2010, President Hugo Chavez announced a
devaluation of the Venezuelan currency and the introduction
of two official exchanges rates against the dollar, one at
VEF 2.60 for imports of food, pharmaceuticals and other
basic goods (previously VEF 2.15 since 2005), the other at
VEF 4.30 for everything else. This devaluation constitutes a
non-adjusting event after the balance sheet date. In accordance with the accounting policy set out in note 1.5.5 to the
consolidated financial statements, the financial statements
of Venezuelan entities have been translated at the official
exchange rate prevailing on 31 December 2009. Use of the
new rate of VEF 4.30 in the 2009 consolidated financial
statements would have decreased net revenue by about
1.5% and would not have had a material impact on trading
profit (for further details, see note 2.2, page 89, of the notes
to the consolidated financial statements.
On 17 January 2010, President Hugo Chavez ordered the
nationalisation of Exito hypermarkets in Venezuela.
The Group is currently in discussions with the Venezuelan
government to find a solution in the interests of both parties.
Casino believes that the nationalisation of its main business
activities in Venezuela would have a limited impact on earnings,
cash flow and financial position.
Under IAS 10 “Events after the Balance Sheet Date”, this is
an event which is indicative of conditions that arose after
the balance sheet date (non-adjusting event).
On 3 February 2010, Casino successfully completed its
offer, launched on 26 January, to exchange its 2012 and
2013 bonds for a new bond maturing February 2017 and
paying interest equivalent to midswap plus 135 basis points.
A total of €888 million worth of the new bonds have been
issued.
The exchange offer was highly successful, with qualifying
holders tendering around €1.5 billion in notes, or almost
twice the maximum acceptance amount.
It has reduced bond redemptions due in 2012 and 2013 by,
respectively, €440 million and €354 million, thereby improving the Group’s debt profile and lengthening maturities.
Management report
Registration document 2009 / Casino Group
OUTLOOK FOR 2010 AND CONCLUSION
Casino has robust fundamentals to support its future
development:
• A favourable business mix in France, with a strong focus
on convenience and discount formats and a leading position
in B to C e-commerce.
• French leader in private label goods.
• Leading positions in high-potential international markets.
• Recognised expertise in property value creation.
The Group will continue to improve its operational efficiency
through further cost cuts and inventory reductions coupled
with a selective capital spending policy.
Casino will continue with its €1 billion asset disposal programme and confirms its target of a net debt to EBITDA ratio
of less than 2.2x at end-2010.
In France, the Group intends to increase its market share by
improving the price-competitiveness of its banners through
reinvestment of purchasing gains and stepping up expansion
of its convenience and discount formats.
In the international markets, the Group’s quality assets in
high-potential countries should deliver strong, profitable
growth in 2010.
These forward-looking statements are based on what the
Group believes to be reasonable assumptions, but are not
an indication of future profits. They are subject to the risks
and uncertainties inherent in the Group’s businesses that
could cause actual results to differ materially from the targets
and outlook provided above.
SHARE CAPITAL AND SHARE
OWNERSHIP
SHARE CAPITAL
As of 31 December 2009, the share capital amounted to
€168,852,310.11 divided into 110,360,987 shares each with
a par value of €1.53. It was unchanged at 28 February 2010.
TREASURY SHARES - AUTHORISATION TO TRADE
IN COMPANY SHARES
On 19 May 2009, shareholders authorised the Board of
Directors to purchase shares of the Company’s ordinary
and/or preferred non-voting stock in accordance with the
provisions of Articles L. 225-209 et seq. of the French Commercial Code (Code de commerce) notably for the following
purposes:
• To maintain a liquid market in the Company’s shares through
market-making transactions carried out by an independent
investment services provider acting in the name and on
behalf of the Company under a liquidity contract that complies with a code of ethics approved by the French securities
regulator (Autorité des Marchés Financiers).
• To allocate shares (i) on exercise of stock options granted
by the Company pursuant to Articles L.225-177 et seq.
of the French Commercial Code (Code de commerce), (ii)
under an employee stock ownership plan governed by
Articles L.3332-1 et seq. of the French Labour Code (Code
du travail) or (iii) in connection with share grants governed
by Articles L.225-197-1 et seq. of the French Commercial
Code (Code de commerce).
• To allot shares upon exercise of rights attached to securities redeemable, convertible, exchangeable or otherwise
exercisable for shares.
• To keep shares for subsequent delivery in payment or
exchange for shares of another company in accordance
with market practices approved by the French securities
regulator (Autorité des Marchés Financiers).
• To cancel shares, in order to increase earnings per share;
I 37
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I
Management report
Registration document 2009 / Casino Group
Management report
SHARE CAPITAL AND SHARE OWNERSHIP
• To implement any other market practices authorised in
the future by the French securities regulator (Autorité des
Marchés Financiers) and, generally, to carry out any transaction allowed under current legislation.
The shares may be purchased, sold, transferred or exchanged
by any method, including through block trades or other
transactions carried out on the regulated market or over-the
counter. The authorised methods include the use of any
derivative financial instruments traded on the regulated
market or over-the-counter and of option strategies, on the
basis authorised by the competent securities regulators,
provided that the use of such instruments does not significantly increase the shares’ volatility. The shares may also
be used for stock lending transactions in accordance with
Articles L.432-6 et seq. of the French Monetary and Financial
Code (Code monétaire et financier).
The maximum authorised purchase price is €100 per ordinary
share and €90 per preferred non-voting share.
Transactions carried out in 2009 and
until 28 February 2010
Liquidity contract for ordinary shares
In February 2005, Casino mandated Rothschild & Cie Banque
to implement a liquidity contract to ensure a wide market
and regular quotations for its ordinary shares. The contract complies with the Code of Conduct of the Association
Française des Marchés Financiers (AMAFI) approved by the
French securities regulator (Autorité des Marchés Financiers) on 1 October 2008. Casino allocated 700,000 ordinary
shares and the sum of €40 million to the liquidity account.
A total of 4,863,851 ordinary shares were purchased in
2009 at an average price per share of €50.29, and 4,863,851
shares were sold at an average price per share of €50.79. At
31 December 2009, the liquidity account held no ordinary
shares and the sum of €91 million.
contract for the preferred non-voting shares. Under the contract, Rothschild & Cie Banque was not required to make a
market in the shares but simply to act as counterparty in the
market up to a maximum of 300 shares per transaction until
such time as the conversion of preferred non-voting shares
into ordinary shares was completed. The contract complies
with the Code of Conduct of the Association Française des
Marchés Financiers (AMAFI) approved by the French securities regulator (Autorité des Marchés Financiers)) on 1 October
2008. Casino allocated 411 preferred non-voting shares and
the sum of €1 million to the liquidity account.
A total of 15,202 preferred non-voting shares were purchased in 2009 at an average price per share of €43.56, and
15,607 preferred non-voting shares were sold at an average
price per share of €43.64.
On 15 June 2009, when the conversion was completed on
the basis of seven preferred non-voting shares for six ordinary shares, there were six preferred non-voting shares
remaining on the liquidity account. The Company renounced
its rights over these shares and they were cancelled on the
date of conversion.
Call options to cover options to purchase
existing shares of Casino stock
Call options
Since 2005, to cover part of the stock option plans granted,
Casino has purchased call options on ordinary shares with
the same attributes (number, price and final exercise date)
as the stock options granted to employees and officers
under the plans.
No call options were exercised in 2009 and 141,029 were
cancelled after a corresponding number of stock options
were cancelled when the grantees left the company. Premiums received totalled €0.21 million. 943,046 call options
lapsed during the year without being exercised.
From 1 January to 28 February 2010, a total of 555,286
ordinary shares were purchased at an average price per
share of €60.57, and 167,786 shares were sold at an average
price per share of €62.00. At 28 February 2010, the liquidity
account held 387,500 ordinary shares and the sum of €90.7
million.
In June 2009, the number and exercise price of the calls outstanding were adjusted pursuant to the payment of a part of
Casino’s 2008 dividend in Mercialys shares.
Liquidity contract for preferred
non-voting shares
The following table shows the attributes of the call options
purchased as well as transactions carried out during 2009
and from 1 January to 28 February 2010:
Following the conversion of preferred non-voting shares into
ordinary shares approved at the annual general meeting and
special class meeting held on 19 May 2009, the Group needed to promote liquidity and regular price quotations in the
preferred non-voting shares for the purpose of managing
fractional rights. Consequently, in May 2009 the Company
mandated Rothschild & Cie Banque to implement a liquidity
From 1 January to 28 February 2010, 2,466 calls were
exercised and 12,444 were cancelled after a corresponding
number of stock options were cancelled when the grantees
left the company. Premiums received totalled €0.36 million.
Management report
Registration document 2009 / Casino Group
Expiry date
2009 transactions
Calls
outstanding
at 1 January
2009
Calls
cancelled
Calls
exercised
2010 transactions
Calls
lapsed
Calls
adjusted
Calls
outstanding at
31 December
2009
Calls
cancelled
Calls
exercised
Calls
outstanding
at 28 February
2010
Adjusted
exercise
price
8 June 2009
29,071
840
–
28,231
–
–
–
–
–
€77.11
7 Oct. 2009
931,562
67,442
–
914,815
50,695
–
–
–
–
€74.06
8 June 2010
53,280
14,016
–
–
2,408
41,672
494
2,466
38,712
€55.88
12 Oct. 2012
325,000
58,731
–
–
17,758
284,027
11,950
–
272,077
€71.73
1,338,913
141,029
–
943,046
70,861
325,699
12,444
2,466
310,789
–
Total
Share purchases
In 2009, the Company purchased 87,386 ordinary shares at an average price of €51.76 with a view to allocating them to
employee stock option, stock ownership plans or share grant to employees and officers.
Other stock transactions
The Company purchased 411 preferred non-voting shares from its subsidiary Germinal SNC at a price of €44.21. They were
allocated to the new liquidity contract for preferred non-voting shares (see above).
Other than the 411 preferred non-voting shares purchased directly from a subsidiary, all the shares were purchased either
through an independent investment services provider acting on behalf of the company or through off-market block trades.
In addition, 77,700 ordinary shares were sold through off-market block trades at an average price of €54.45.
The Company did not cancel any ordinary shares in 2009. Six preferred non-voting shares were cancelled upon conversion
of the preferred non-voting shares into ordinary shares, when the Company renounced its rights over these shares. 301,489
ordinary shares and 534,793 preferred non-voting shares were cancelled in the twenty-four months from 1 March 2008 to 28
February 2010.
No shares were purchased from 1 January to 28 February 2010.
Summary of stock transactions
The table below shows details of treasury shares bought and sold between 1 January and 31 December 2009, and between 1
January and 28 February 2010, together with the number of treasury shares held by the Company:
Ordinary shares
Number of shares held at 31 December 2008
Preferred non-voting
% of capital represented by
shares
total number of shares held
75,344
–
0.07
4,863,851
(4,863,851)
87,386
(77,700)
–
–
–
–
85,030
15,202
(15,607)
411
–
–
–
–
(6)
–
0.08
Number of shares purchased under the liquidity contract
Number of shares sold under the liquidity contract
Number of shares arising on the exercise of call options
Other share purchases
Other share sales
555,286
167,786
2,466
–
–
–
–
–
–
Number of shares held at 28 February 2010
474,996
–
Number of shares purchased under a liquidity contract
Number of shares sold under a liquidity contract
Other share purchases
Other share sales
Number of shares arising on the exercise of call options
Number of shares sold on the exercise of stock options
Number of shares vested under stock grant plans
Number of shares cancelled
Number of shares held at 31 December 2009
0.43
I 39
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I
Management report
Registration document 2009 / Casino Group
Management report
SHARE CAPITAL AND SHARE OWNERSHIP
At the year-end, the company owned 85,030 ordinary shares
(purchase cost: €4.4 million) with a par value of €1.53, representing 0.08% of the share capital. Based on closing prices
on 31 December 2009 (€62.53), their market value totalled
€5.3 million.
At 28 February 2010, the company owned 474,996 ordinary
shares (purchase cost: €27.8 million) with a par value of
€1.53, representing 0.43% of the share capital. Based on
closing prices on 26 February 2010 (€59.11), their market
value totalled €28.1 million.
They have been allocated as follows:
• 387,500 ordinary shares to the liquidity contract;
• 85,030 ordinary shares to cover stock option, share ownership or stock grant plans for employees and officers of the
Group.
• 2,466 ordinary shares for cancellation.
On 31 December 2009, Germinal SNC, an indirectly whollyowned subsidiary, held 928 ordinary shares.
At the Annual General Meeting of 29 April 2010, shareholders
will be asked to renew the authorisation for the Board of
Directors to purchase Company shares pursuant to Article
L. 225-209 of the French Commercial Code (Code de commerce), notably for the following purposes:
• To maintain a liquid market in the Company’s shares
through market-making transactions carried out by an
independent investment services provider acting in the
name and on behalf of the Company under a liquidity
contract that complies with a code of ethics approved
by the French securities regulator (Autorité des Marchés
Financiers).
• To implement stock option plans pursuant to Articles
L.225-177 et seq. of the French Commercial Code (Code de
commerce), employee savings plans pursuant to Articles
L.3332-1 et seq. of the French Labour Code (Code de travail)
and share grants pursuant to Articles L.225-197-1 et seq.
of the French Commercial Code (Code de commerce);
• To allot shares upon exercise of rights attached to securities redeemable, convertible, exchangeable or otherwise
exercisable for shares.
• To keep shares for subsequent delivery in payment or
exchange for shares of another company in accordance
with market practices approved by the French securities
regulator (Autorité des Marchés Financiers).
• To cancel shares, in order to increase earnings per share.
• To implement any other market practices authorised in
the future by the French securities regulator (Autorité des
Marchés Financiers) and, generally, to carry out any transaction allowed under current legislation.
The shares may be purchased, sold, transferred or exchanged
by any method, including through block trades or other
transactions carried out on the regulated market or over-the
counter. The authorised methods include the use of any
derivative financial instruments traded on the regulated
market or over-the-counter and of option strategies, on the
basis authorised by the competent securities regulators,
provided that the use of such instruments does not significantly increase the shares’ volatility. The shares may also be
used for stock lending transactions in accordance with Articles L.432-6 et seq. of the French Monetary and Financial
Code (Code monétaire et financier).
The maximum authorised purchase price will be €100 per
ordinary share.
The use of this authorisation may not have the effect of
increasing the number of shares held in treasury to more
than 10% of the total number of shares outstanding. Based
on the number of shares outstanding on 28 February 2010,
less the 475,924 shares held in treasury at that date, and
assuming that the shares held in treasury are not cancelled
or sold, the maximum limit is 10,560,174 shares. The maximum amount that may be invested in the share buyback
programme is therefore €1,056.02 million.
The authorisation will be valid for a period of eighteen months.
At the Annual General Meeting of 19 May 2009, the shareholders renewed their authorisation for the Board of Directors
to reduce the share capital by cancelling treasury shares for
a period of 36 months until 18 May 2012.
SHARE CAPITAL AUTHORISED
BUT NOT YET ISSUED
At their Annual General Meetings of 31 May 2007, 29 May
2008 and 19 May 2009, the shareholders granted the Board
of Directors various authorisations to increase the share
capital and make share grants to Group employees and
officers for the purpose of raising funds in the market to
finance the Group’s future growth and improve its financial
position. These authorisations are summarised in the table
below:
Management report
Registration document 2009 / Casino Group
Transactions
Maximum
amount
Terms and
Date of
conditions
autorisation
Term
Expiry
Capital increase by issuing shares or securities
carrying rights to new or existing shares of the
company or existing shares of any company
in which it directly or indirectly owns more than
50% of the share capital or to debt securities,
with pre-emptive rights in the case of new
share issues
€150 million (1) (2)
with PE*
19 May 2009
26 months
18 July 2011
Capital increase by issuing shares or securities
carrying rights to new or existing shares of the
company or existing shares of any company
in which it directly or indirectly owns more than
50% of the share capital or to debt securities,
without pre-emptive rights in the case of new
share issues
€150 million (1) (2)
without PE*
19 May 2009
26 months
18 July 2011
Capital increase by capitalising reserves, earnings,
share premiums or other capitalisable sums
€150 million (1)
–
19 May 2009
26 months
18 July 2011
Capital increase by issuing shares or share
equivalents to pay for contributions in kind
made to the Company comprising shares or share
equivalents
10% of the share
capital (1)
without PE*
19 May 2009
26 months
18 July 2011
Capital increase by issuing shares or share
equivalents in the event of a share exchange
offer initiated by Casino, Guichard-Perrachon
for the share of another listed company
€150 million (2)
without PE*
19 May 2009
26 months
18 July 2011
Issuance of stock warrants, with or without
consideration, to shareholders that are exercisable
at a discount to market price, while a takeover
bid for the Company is in progress.
€150 million
–
19 May 2009
18 months
18 November
2010
Capital increase by issuing shares to employees
who are members of an employee share ownership
plan provided by the Company or related companies
5% of the total
number of shares
outstanding at the
time of issuance
without PE*
19 May 2009
26 months
18 July 2011
Stock option grants to employees and officers
of the Company and related companies.
5% of the total
number of shares
outstanding at the
time of issuance
without PE*
31 May 2007
38 months
30 July 2010
Share grants of new or existing ordinary shares
to employees and officers of the Company and
related companies
2% of the total
number of shares
outstanding at the
time of issuance
without PE*
29 May 2008
38 months
28 July 2011
* PE = pre-emptive subscription rights
(1) The aggregate par value of the shares which may be issued, immediately or in the future, pursuant to the above authorisations, may not exceed
€150 million.
The total amount of debt securities that may be issued, immediately or in the future, pursuant to the above authorisations, may not exceed €2 billion
or its equivalent value in other currencies or monetary units based on a basket of currencies.
(2) The total amount of debt securities that may be issued, immediately or in the future, pursuant to the above authorisations, may not exceed €2 billion
or its equivalent value in other currencies or monetary units based on a basket of currencies.
I 41
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I
Management report
Registration document 2009 / Casino Group
Management report
SHARE CAPITAL AND SHARE OWNERSHIP
At the Annual General Meeting of 29 April 2010, the shareholders will be asked to renew the authorisation to make stock
option grants to employees and officers of the company or related companies, which expires on 30 July 2010.
The shareholders will also be asked to authorise the Board of Directors to issue, without pre-emptive rights, shares or securities
carrying immediate or deferred rights to new or existing shares of the Company or existing shares of any company in which
it directly or indirectly holds more than 50% of the share capital, or to debt securities, by way of placement with the persons
referred to in Article L.411-2 II of the French Monetary and Financial Code (Code monétaire et financier).
The Board of Directors used these authorisations as follows:
• A total of 54,497 stock options exercisable for new ordinary shares were granted in 2007, 544,362 were granted in 2008 and
109,753 were granted in 2009, in accordance with the authorisation granted by extraordinary resolution of the shareholders
at the Annual General Meeting of 31 May 2007 (see paragraph below on “Stock equivalents”).
• Share grants totalling 60,800 ordinary shares were made in 2008 and 524,736 were made in 2009, in accordance with the
authorisation granted by extraordinary resolution of the shareholders at the Annual General Meeting of 29 May 2008 (see
paragraph below on “Stock equivalents”).
STOCK EQUIVALENTS
Options to purchase new shares
Since 1990, the Group has introduced several stock option plans for officers and employees. Details of all stock option
plans that expired in 2009 and those valid at 28 February 2010 are shown below. No executive officers have received
stock options.
Grant date
Initial exercise
Expiry date
date
Original
number of
grantees
9 Dec. 2003
9 Dec. 2006
8 June 2009
8 April 2004
8 April 2007
7 Oct. 2009
9 Dec. 2004
9 Dec. 2007
26 May 2005
Subscription
price (€)
Number
Number
Number
of options
granted
of options
exercised
of options
cancelled or
lapsed
Number
of options
outstanding
454
77.11
49,266
59
49,207
–
1,920
78.21
679,332
7,450
671,882
–
8 June 2010
408
59.01
78,527
3,341
38,882
36,304
25 May 2008
25 Nov. 2010
275
57.76
318,643
7,263
108,100
203,280
8 Dec. 2005
8 Dec. 2008
7 June 2011
413
56.31
50,281
169
16,870
33,242
13 April 2006
13 April 2009
12 Oct. 2011
317
58.16
354,360
–
133,175
221,185
15 Dec. 2006
15 Dec. 2009
14 June 2012
504
69.65
53,708
–
21,234
32,474
13 April 2007
13 Oct. 2010
12 Oct. 2012
351
75.75
362,749
–
108,430
254,319
7 Dec. 2007
7 June 2011
6 June 2013
576
74.98
54,497
–
12,726
41,771
14 April 2008
14 Oct. 2011
13 Oct. 2013
415
76.72
434,361
–
88,901
345,460
5 Dec. 2008
5 June 2012
4 June 2014
633
49.02
109,001
–
7,226
101,775
22 Dec. 2008
22 June 2012
21 June 2014
1
47.19
1,000
–
1,000
0
8 April 2009
8 Oct. 2012
7 Oct. 2014
33
49.47
37,150
–
1,000
36,150
4 Dec. 2009
4 June 2013
3 June 2015
559
57.18
72,603
–
558
72,045
Share grants
Pursuant to the provisions of articles L.225-197-1 et seq. of the French Commercial Code (Code de commerce), the Company
has made share grants to employees of Group companies. Details of the share grant plans valid at 28 February 2010 are
shown below. No executive officers have received share grants.
Management report
Registration document 2009 / Casino Group
Grant
Vesting
Date from which
Number
date
date
the shares
may be sold
of grantees
Number of shares granted
13 April 2007
13 Oct. 2010
13 Oct. 2012
786
–
22,133
52,832 (2)
13 April 2007
13 Oct. 2010
13 Oct. 2012
32
–
3,450
1,925 (3)
13 April 2007
13 Oct. 2010
13 Oct. 2012
14
–
3,440
3,720 (4)
7 Dec. 2007
7 Dec. 2010
7 Dec. 2012
8
–
29,602
27,468 (5)
14 April 2008
14 Oct. 2011
14 Oct. 2013
821
–
31,550
150,688 (6)
14 April 2008
14 Oct. 2011
14 Oct. 2013
18
–
3,760
3,640 (4)
14 April 2008
14 Oct. 2011
14 Oct. 2013
64
–
7,810
5,365 (7)
14 April 2008
14 April 2011
14 Oct. 2013
1
–
6,517
6,517 (5)
14 April 2008
14 April 2010
14 Oct. 2013
1
–
1,500
1,500 (5)
29 Oct. 2008
29 Oct. 2010
29 Oct. 2012
35
–
59,800
52,300 (5)
5 Dec. 2008
5 Dec. 2011
5 Dec. 2013
1
–
500
500 (5)
22 Dec. 2008
22 Dec. 2011
22 Dec. 2013
1
–
500
0 (5)
8 April 2009
8 Oct. 2011
8 Oct. 2013
1,017
–
87,900
452,650 (6)
8 April 2009
8 Oct. 2011
8 Oct. 2013
21
–
4,410
5,350 (4)
8 April 2009
8 Oct. 2011
8 Oct. 2013
67
–
7,260
8,960 (8)
8 April 2009
8 April 2011
8 April 2013
1
–
8,000
8,000 (5)
4 Dec. 2009
4 Dec. 2012
4 Dec. 2014
3
–
24,463
24,463 (5)
To Executive
Officers
To the top ten
grantees (*)
Total adjusted number
of shares granted at 28
February 2010 (1)
(*) At inception
(1) Number of shares granted at inception less those cancelled when the grantees left the company.
(2) The share grants are contingent upon the grantees remaining with the company until the vesting date and upon achievement of a performance target
based on organic sales growth on a comparable basis over two years of French operations that are fully or proportionately consolidated including
Monoprix but excluding Vindémia.
(3) The grantees are employees and officers of the Monoprix group. The share grants are contingent upon the grantees remaining with the company until
the vesting date and upon achievement of two performance targets measured at the end of 2007 and 2008. The targets are EBIT (before asset
disposals) and net debt (before dividends paid as of 1 January 2007).
(4) The grantees are employees and officers of the Codim 2 group. The share grants are contingent upon the grantees remaining with the company until
the vesting date and upon achievement of a performance target based on Codim 2 organic sales growth on a comparable basis over two years.
(5) The share grants are contingent upon the grantees remaining with the company until the vesting date.
(6) The share grants are contingent upon the grantees remaining with the company until the vesting date and upon achievement of a performance target
based on organic sales growth on a comparable basis over two years of French operations that are fully or proportionately consolidated including
Franprix-Leader Price and Monoprix but excluding Vindémia.
(7) The grantees are employees and officers of the Monoprix group. The share grants are contingent upon the grantees remaining with the company until
the vesting date and upon achievement of two Monoprix performance targets measured at the end of 2008 and 2009. The targets are EBIT (before
asset disposals) and net debt (before dividends paid as of 1 January 2008).
(8) The grantees are employees and officers of the Monoprix group. The share grants are contingent upon the grantees remaining with the company until
the vesting date and upon achievement of a performance target based on Monoprix organic sales growth on a comparable basis over two years.
I 43
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I
Management report
Registration document 2009 / Casino Group
Management report
SHARE CAPITAL AND SHARE OWNERSHIP
On 13 April 2009, 65,469 new ordinary shares vested under the 13 April 2006 plan and on 31 May 2009, 11,700 new ordinary
shares vested under the 31 May 2007 plan.
The shares granted under the 13 April 2006 plan were subject to the grantees remaining with the company until the vesting
date and on achievement of an annual performance target which determines the percentage of shares that vest each year,
the total number of vested shares being equal to the average of the annual awards made. The performance target was based
on organic sales growth on a comparable basis of French operations that are fully or proportionately consolidated excluding
Monoprix and Vindémia. For hypermarket and supermarket managers, store performance was also a criteria.
The shares granted under the 31 May 2007 plan were contingent only upon the grantees remaining with the company until
the vesting date.
POTENTIAL NUMBER OF SHARES
The potential number of shares at 28 February 2010 is as follows:
Number of shares as of 28 February 2010
110,360,987
Stock options
1,378,005
Share grants
805,878
Potential shares outstanding
112,544,870
The number of shares could therefore be increased by 1.98%, representing 1.94% potential dilution of the existing
share base.
CHANGE IN SHARE CAPITAL OVER THE LAST FIVE YEARS
1 January 2005
to 28 February 2010
2005
• Exercise of B warrants
• Absorption of subsidiaries
• Payment of dividends in shares
Number of shares
issued/cancelled
Increase/(decrease)
in share capital (in €)
Preferred
Ordinary
Par value
Premium
Share capital
(in €)
Total number of shares in issue
Ordinary
Preferred
Total
518
55
3,296,553
–
–
–
792.54
84.15
5,043,726.09
69,137.46
3,886.72
160,146,544.74
166,167,925.11
166,168,009.26
171,211,735.35
93,477,931
93,477,986
96,774,539
15,128,556
15,128,556
15,128,556
108,606,487
108,606,542
111,903,095
2006
• Stock options
• Exercise of C warrants
• Absorption of subsidiaries
• Cancellation of preferred stock
19,420
4,359
78
–
–
–
(4,300)
29,712.60
6,669.27
119.34
(6,579.00)
1,154,022.20
393,486.93
4,763.53
(199,803.80)
171,241,447.95
171,248,117.22
171,248,236.56
171,241,657.56
96,793,959
96,798,318
96,798,396
96,798,396
15,128,556
15,128,556
15,128,556
15,124,256
111,922,515
111,926,874
111,926,952
111,922,652
2007
• Stock options
• Cancellation of ordinary shares
295,234
(101,214)
–
–
451,708.02
(154,857.42)
17,558,341.01
7,005,481.54
171,693,365.58
171,538,508.16
97,093,630
96,992,416
15,124,256
15,124,256
112,217,886
112,116,672
425,679.66
64.26
(818,224.11)
(461,278.17)
1,224,000.00
16,744,735.28
3,005.15
(23,163,161.80)
(20,984,265.02)
35,720,000.00
171,964,187.82
171,964,252.08
171,146,027.97
170,684,749.80
171,908,749.80
97,270,638
97,270,680
97,270,680
96,969,191
97,769,191
15,124,256
15,124,256
14,589,469
14,589,469
14,589,469
112,394,894
112,394,936
111,860,149
111,558,660
112,358,660
14,589,469
–
–
112,435,829
110,351,614
110,360,987
–
110,360,987
2008
• Stock options
• Absorption of subsidiaries
• Cancellation of preferred stock
• Cancellation of ordinary shares
• Creation of Emily 2 employee
share ownership plan
2009
• Stock grants
• Conversion of preferred
to ordinary shares*
• Stock options
2010
• Stock options
278,222
42
–
(301,489)
800,000
77,169
12,505,254
9,373
–
(534,787)
–
–
–
118,068.57
(14,589,469) (3,188,848.95)
–
14,340.69
–
–
(118,068.57) 172,026,818.37
3,188,848.95 168,837,969.42
529,881.24 168,852,310.11
–
168,852,310.11
97,846 360
110,351 614
110,360 987
10,360 987
Management report
Registration document 2009 / Casino Group
OWNERSHIP OF SHARE CAPITAL AND VOTING RIGHTS
As of 31 December 2009, a total of 162,346,146 voting rights were attached to the 110,275,029 ordinary shares in issue. The
difference between these two figures is due to the fact that certain registered shares carry double voting rights (see “Voting
rights” on page 244). It also reflects the fact that Casino shares held directly or indirectly by the Company are stripped of
voting rights.
Taking account of the gain or loss of double voting rights by some shareholders since 1 January 2010 and the number of
treasury shares, a total of 161,879,782 voting rights were attached to the 109,885,063 voting ordinary shares in issue as of
28 February 2010.
Casino, Guichard-Perrachon is controlled, directly and indirectly, by Euris. The diagram below shows the Company’s position
within the Group as of 28 February 2010:
Euris (1)
92.35% (2)
Finatis
89.20% (3)
Foncière Euris
57.67% (4)
Listed company
(1) Euris is controlled by Jean-Charles Naouri.
(2) 92.55% of the voting rights.
(3) 91.99% of the voting rights.
(4) 72.79% of the voting rights.
(5) 60.91% of the voting rights.
Rallye
48.62% (5)
Casino, Guichard-Perrachon
The table below shows the ownership of share capital and voting rights as of 31 December 2007, 2008 and 2009, and as of 28
February 2010:
2007
Ordinary shares
number
%
Preferred non-voting
number
%
Total shares
number
%
Voting rights (*)
number
%
Public
Registered
Bearer
Rallye Group
41,776,152
3,655,480
38,120,672
48,576,713
43.1
3.8
39.3
50.1
8,774,968
101,607
8,673,361
6,029,447
58.0
0.7
57.3
39.9
50,551,120
3,757,087
46,794,033
54,606,160
45.1
3.4
41.7
48.7
45,316,945
7,196,273
38,120,672
92,387,873
31.0
4.9
26.0
63.1
Galeries Lafayette
2,049,747
2.1
–
–
2,049,747
1.8
2,985,505
2.0
CNP Group
1,915,777
2.0
254,430
1.7
2,170,207
1.9
1,915,777
1.3
Employee share ownership plan
2,323,845
2.4
65,000
0.4
2,388,845
2.1
3,800,055
2.6
350,182
0.4
411
–
350,593
0.3
–
–
Total
96,992,416
100.0
15,124,256
100.0
112,116,672
100.0
146,406,155
100.0
2008
Ordinary shares
number
%
Public
Registered
Bearer
Rallye Group
42,909,874
3,447,845
39,462,029
47,876,713
43.9
3.5
40.4
49.0
Galeries Lafayette
2,049,747
2.1
–
CNP Group
1,895,337
1.9
254,430
Employee share ownership plan
2,961,248
3.0
65,000
0.4
76,272
0.1
411
–
97,769,191
100.0
14,589,469
100.0
Treasury stock
Treasury stock
Total
Total shares
number
%
Voting rights (*)
number
%
50,484,237
3,549,916
46,934,321
54,571,978
45.1
3.4
41.7
48.7
46,131,488
6,669,459
39,462,029
92,338,411
–
2,049,747
1.8
2,985,505
2.0
1.7
2,149,767
1.9
3,790,674
2.5
3,026,248
2.7
4,323,335
2.9
76,683
0.1
–
–
112,358,660
100.0
149,569,413
100.0
Preferred non-voting
number
%
7,574,363
102,071
7,472,292
6,695,265
51.9
0.7
51.2
45.9
30.8
4.5
26.4
61.7
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Management report
Registration document 2009 / Casino Group
Management report
SHARE CAPITAL AND SHARE OWNERSHIP
31 December 2009
Ordinary shares
number
Public
Registered
Bearer
Rallye Group (1)
%
Preferred non-voting
Voting rights (*)
Total shares
number
%
number
%
49,703,303
3,626,096
46,077,207
53,653,315
45.0
3.3
41.8
48.6
number
%
49,703,303
3,626,096
46,077,207
53,653,315
45.0
3.3
41.8
48.6
–
–
–
–
–
–
–
–
Galeries Lafayette
2,049,747
1.9
–
–
2,049,747
1.9
2,985,505
1.8
CNP Group
1,887,957
1.7
–
–
1,887,957
1.7
3,775,914
2.3
Employee share ownership plan
2,980,707
2.7
–
–
2,980,707
2.7
4,321,675
2.7
85,958
0.1
–
–
85,958
0.1
–
–
110,360,987
100.0
–
–
110,360,987
100.0
162,346,146
100.0
Treasury stock (2)
Total
28 february 2010
Ordinary shares
number
Public
Registered
Bearer
Rallye Group (1)
%
Preferred non-voting
52,664,256
6,587,049
46,077,207
98,598,796
32.4
4.1
28.4
60.7
Voting rights (*)
Total shares
number
%
number
%
49,340,903
3,551,169
45,789,734
53,653,315
44.7
3.2
41.5
48.6
52,225,562
6,435,828
45,789,734
98,598,796
32.3
4.0
28.3
60.9
number
%
49,340,903
3,551,169
45,789,734
53,653,315
44.7
3.2
41.5
48.6
–
–
–
–
–
–
–
–
Galeries Lafayette
2,049,747
1.9
–
–
2,049,747
1.9
2,985,505
1.8
CNP Group
1,887,957
1.7
–
–
1,887,957
1.7
3,775,914
2.3
Employee share ownership plan
2,953,141
2.7
–
–
2,953,141
2.7
4,294,005
2.7
475,924
0.4
–
–
475,924
0.4
–
–
110,360,987
100.0
–
–
110,360,987
100.0
161,879,782
100.0
Treasury stock
Total
(2)
(*) Rights to vote in Annual General Meetings, which are not the same as the voting rights published under France’s disclosure threshold rules. When the
monthly disclosures of total voting rights and shares are made, the number of voting rights is calculated, in compliance with Article 223-11 of the
AMF’s General Rules and Regulations, on the basis of all the shares carrying voting rights, including shares held in treasury, whose voting rights may
not be exercised in Annual General Meetings.
(1) At 31 December 2009, Rallye SA held 10.5% of the share capital representing 13.3% of the voting rights directly, and 38.1% of the share capital representing 47.5% of the voting rights indirectly via six subsidiaries, five of which own over 5% of the share capital and voting rights: Alpétrol with
11.2% of the share capital and 15.2% of the voting rights, Habitation Moderne de Boulogne with 6.7% of the share capital and 7.9% of the voting
rights, Kerrous with 6.5% of the share capital and 8.3% of the voting rights, Cobivia with 5.1% of the share capital and 6.8% of the voting rights, and
Omnium de Commerce et de Participations with 5.1% of the share capital and 6.9% of the voting rights.
At 28 February 2010, Rallye SA held 10.5% of the share capital representing 13.3% of the voting rights directly, and 38.1% of the share capital representing 47.6% of the voting rights indirectly via six subsidiaries, five of which own over 5% of the share capital and voting rights: Alpétrol with
11.2% of the share capital and 15.3% of the voting rights, Habitation Moderne de Boulogne with 6.7% of the share capital and 7.9% of the voting
rights, Kerrous with 6.5% of the share capital and 8.3% of the voting rights, Cobivia with 5.1% of the share capital and 6.9% of the voting rights, and
Omnium de Commerce et de Participations with 5.1% of the share capital and 6.9% of the voting rights.
(2) Casino holds a certain amount of treasury stock directly, purchased either to meet its commitments under executive and employee stock option
plans (see page 62) or under the liquidity contract (see page 38). At 31 December 2009, Germinal, a wholly-owned subsidiary of Casino, held 928
ordinary shares representing 0.0008% of the share capital at that date.
Through the Group’s employee share ownership plan, Group employees owned 2,980,707 ordinary shares on 31 December
2009, representing 2.7% of the share capital and voting rights.
On 26 February 2010, the Company conducted a survey of holders of bearer ordinary shares. The survey identified 63,555
shareholders or nominees, together holding 48,884,532 ordinary shares, representing 44.30% of the share capital.
Management report
Registration document 2009 / Casino Group
The number of Casino shareholders is estimated at approx. 70,000 (source: survey of identifiable holders of bearer shares
carried out on 26 February 2010, and shareholders’ register).
To the best of the Company’s knowledge, no shareholder other than those listed above holds over 5% of the Company’s share
capital or voting rights.
Between 1 January 2009 and 28 February 2010, the following shareholders disclosed a notifiable interest to the AMF:
Shareholder
Date
Direction
of disclosure
% of the
Number of shares
and voting rights disclosed
Ordinary
shares
Preferred
non-voting
share
capital (1)
% of
voting
rights (1)
AMF
reference
Rallye
15 Jan. 2009
Increase
15,370,527 24,870,329
13.39
15.34
209C0884
Rallye
18 Nov. 2009
Decrease
11,629,447 21,556,252
10.54
13.27
209C1415
(1) Based on information provided by the Company pursuant to article L. 233-8 of the French Commercial Code (Code de commerce)) and article
L. 223-16 of the AMF’s General Rules and Regulations on the date of disclosure. However, the total number of voting rights published monthly is
calculated, in compliance with article L. 223-11 of the AMF’s General Rules and Regulations, on the basis of all the shares carrying potential voting
rights, including shares held in treasury, whose voting rights may not be exercised in Annual General Meetings.
As of 31 December 2009, 15,743,989 ordinary shares had been pledged by their holders. The table below shows details of
ordinary shares and preferred non-voting shares pledged by the Rallye Group to secure various credit facilities:
Beneficiary
Date of initial
Expiry date
pledge
Conditions for
Number of shares
% share capital
release of pledge
pledged
pledged
Crédit Agricole Group (1)
July 2006
February 2014
(2)
5,194,904
4.71
HSBC (1)
May 2007
June 2012
(2)
2,070,394
1.88
Rabobank
July 2007
July 2012
(2)
3,246,753
2.94
October 2006
October 2011
(2)
2,153,387
1.95
May 2008
May 2011
(2)
1,600,000
1.45
January 2007
January 2012
(2)
1,058,631
0.96
December 2006
March 2014
(2)
374,009
0.34
15,698,078
14.23
Deutsche Bank
Crédit Suisse
Bayerische Landesbank
Other banks (1)
Total
(2) On repayment or maturity of the facility.
To the best of the Company’s knowledge, there are no shareholder pacts involving the Company’s shares.
As of 31 December 2009, Casino shares held directly by members of the Board of Directors represented 5.10% of the share
capital and 6.94% of the voting rights in annual meetings. As of the same date, 48.62% of the share capital and 60.74% of the
voting rights were controlled directly or indirectly by these members.
As of 28 February 2010, Casino shares held directly by members of the Board of Directors represented 5.10% of the share
capital and 6.96% of the voting rights in annual meetings. As of the same date, 48.62% of the share capital and 60.92% of the
voting rights were controlled directly or indirectly by these members.
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Management report
Registration document 2009 / Casino Group
Management report
SHARE CAPITAL AND SHARE OWNERSHIP
The following table presents transactions disclosed to the Company by directors and related parties from 1 January 2009
to 28 February 2010:
Date
Shareholder
Purchase/sale
Financial instrument
Number of
instruments
Amount
(in €)
29 Jan. 2009
Foncière Euris, Director
Purchase
Call spreads on
ordinary shares
291,881
1,108,498
29 Jan. 2009
Foncière Euris, Director
Purchase
Call spreads on
ordinary shares
291,881
1,129,498
23 Feb. 2009
Pierre Giacometti, Director
Purchase
Ordinary shares
300
14,913.30
18 May 2009
Rallye, company related to Foncière
Euris, Director
Purchase
Ordinary shares
37,800
1,893,715.74
2 June 2009
Omnium de Commerce
et de Participations. Director
Sale
Allotment rights
4
10.60
2 June 2009
L'Habitation Moderne de Boulogne,
company related to Foncière Euris,
Director
Sale
Allotment rights
4
10.60
2 June 2009
Cobivia, company related to Foncière
Euris, Director
Sale
Allotment rights
5
13.25
2 June 2009
Kerrous, company related to Foncière
Euris, Director
Sale
Allotment rights
4
10.60
2 June 2009
Rallye, company related to Foncière
Euris, Director
Purchase
Allotment rights
17
45.05
4 June 2009
L'Habitation Moderne de Boulogne,
company related to Foncière Euris,
Director
Sale
Preferred nonvoting shares
3
129.30
4 June 2009
Rallye, company related to Foncière
Euris, Director
Purchase
Preferred nonvoting shares
3
129.30
4 June 2009
Cobivia, company related to Foncière
Euris, Director
Purchase
Preferred nonvoting shares
4
172.48
17 Nov. 2009
Jean-Dominique Comolli, Director
Purchase
Ordinary shares
400
23,500
18 Nov. 2009
Rallye, company related to Foncière
Euris, Director
Sale
Ordinary shares
3,741,080
219,264,698.80
18 Nov. 2009
Matignon Sablons, company related
to Foncière Euris, Director
Purchase
Ordinary shares
3,741,080
219,264,698.80
19 Nov. 2009
Rose-Marie Van Lerberghe, Director
Purchase
Ordinary shares
300
17,559
Management report
Registration document 2009 / Casino Group
RISK FACTORS
AND INSURANCE
Risk management is an integral part of the day-to-day
operational and strategic management of the business and
is organised at several levels:
• Due to their widely differing characteristics, some risks are
managed at Group level (financial risks, insurance), while
others (such as operational risks) are managed on a decentralised basis. Operating units have a considerable amount
of latitude to determine and implement action plans to
identify, prevent and deal with the main risks.
• The Group has an Internal Audit and Internal Control
Department. Internal Audit is responsible for identifying
and preventing risks, errors and irregularities in the management of the Group’s business, and for making appropriate recommendations. Internal Control is responsible for
standardising local information and procedures to bring
them into line with Group practices.
• The Risk Management Committee has now taken on the
responsibilities previously exercised by the Risk Prevention
Department. The Risk Management Committee comprises
experts in various areas from the Group as well as outside
consultants. It is responsible on a general level for overseeing safety and crisis issues within the Casino Group, and
more specifically for seeking out and identifying, across the
entire organisation, any practices, situations or behaviours
that could potentially lead to liability claims against Group
companies and their management, under civil, commercial
or criminal law, and for proposing any corrective measures.
• The Audit Committee, which is responsible for analysing
the accounts and ensuring that appropriate accounting
methods are applied, also expresses an opinion on the
Internal Audit plan and the appropriateness of the methods
applied. The Committee is required to look into any fact or
event that comes to its attention and which could expose
the Group to a significant risk. It checks that all Group
entities have structured, adequately-resourced internal
audit, accounting and legal departments. It also assesses
the effectiveness of the Group Internal Audit function
and the quality and appropriateness of the methods and
procedures followed. The Audit Committee is informed of
the Internal Auditors’ findings and the recommendations
made, as well as the action taken by Management.
MARKET RISKS
The Group has set up an organisation structure to manage
liquidity, currency and interest rate risks on a centralised
basis. The Financial Management and Insurance Department, which reports to the Chief Financial Officer, is
responsible for managing these risks and has the necessary
expertise and tools, particularly in terms of information
systems, to fulfil this task. The Financial Management and
Insurance Department operates on the main financial markets according to guidelines that guarantee the highest
levels of efficiency and security. Its organisation and procedures are subject to regular reviews by Group Internal
Audit. A management reporting system has been set up,
allowing Group management to sign off on the policies followed, which are based on strategies approved in advance
by management.
Interest rate risk
Detailed information about interest rate risk is provided in
note 30.4 to the consolidated financial statements and note
13 to the parent company financial statements. The Casino
Group uses various financial instruments to manage interest
rate risk, particularly swaps and interest rate options. These
instruments are used solely for hedging purposes. Details of
hedging positions are provided in note 30.4 to the consolidated financial statements.
I 49
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Management report
Registration document 2009 / Casino Group
Management report
RISK FACTORS AND INSURANCE
Currency risk
Information about currency risk is provided in note 30.4 to
the consolidated financial statements and notes 6 and 12 to
the parent company financial statements. The Casino Group
uses various financial instruments to manage currency
risks, particularly swaps and forward purchases and sales
of foreign currencies. These instruments are used solely for
hedging purposes.
In the event of a change of control of Casino, GuichardPerrachon (within the meaning of article L. 233-3 of the
French Commercial Code), most loan agreements include an
option for the lenders, at the discretion of each, to request
immediate repayment of all sums due and, where applicable,
the cancellation of any credit commitments entered into
with the Company.
Credit and counterparty risk
Equity risk
Pursuant to the share buyback programme authorised by
the shareholders (see section on Share capital and share
ownership), the Company is exposed to a risk related to the
value of the treasury shares it holds.
Sensitivity to a 10% decrease in the Casino share price is
shown in note 18 to the parent company financial statements.
The Group’s portfolio of marketable securities (see note 23
to the consolidated financial statements and note 8 to the
parent company financial statements) consists primarily of
money market mutual funds. The Group’s exposure to risks
on this portfolio is low.
Commodity risk
Given the nature of its business, the Company is not exposed
to any material commodity risk.
Liquidity risk
The breakdown of long-term debt and confirmed lines of
credit by maturity and currency is provided in notes 29.1.1
and 30.3 to the consolidated financial statements, together
with additional information concerning debt covenants
which, if breached, would trigger early repayment obligations.
The Group’s liquidity position appears to be very satisfactory. Upcoming repayments of short-term financial liabilities are comfortably covered by cash, cash equivalents and
undrawn confirmed bank lines.
The Group’s cash and cash equivalents present no liquidity
or value risk.
Its loan and bond agreements include the customary covenants and default clauses, including pari passu, negative
pledge and cross-default clauses.
None of its financing contracts contain a rating trigger.
Public bond issues on Euro market and short-term confirmed
bank lines (up to one year) do not contain any financial
covenants.
Confirmed medium-term bank lines and some private placements (US private placement notes, 2009 private placement
notes and indexed bonds) contain financial covenants which,
if breached, could trigger accelerated repayment.
The Group is exposed to customer credit risks through its
consumer finance subsidiary, Banque du Groupe Casino.
These risks are measured by a specialist service provider
using credit scoring techniques. Further information on
credit risk is provided in note 30.2 to the consolidated financial
statements.
Most of the Group’s supermarkets and convenience stores
are operated by affiliates or franchisees. The credit risk
relating to these affiliates and franchisees is assessed by
the Group on a case by case basis and taken into account in
its credit management policy, mainly by taking collateral or
guarantees.
OPERATIONAL RISKS
Supplier risks
The Group is not dependent on any specific supply, manufacturing or sales contracts. Casino deals with almost
31,500 suppliers and is not dependent on any one of these
companies.
The Group has its own logistics network in France (approximately 1,000,000 sq.m. spread among 21 sites in early 2010)
managed by its Easydis subsidiary. The network spans the
entire country, ensuring that the various retail outlets receive
regular deliveries.
Risks associated with sales methods
The Group’s banners in France have affiliate and franchise
networks. These represented almost 61.37% of sales outlets
as of 31 December 2009, corresponding mainly to supermarket networks (including Leader Price) and convenience store
networks. The Company cannot guarantee that all its affiliates and franchisees will maintain their relationship with
the Group’s banners over the long term.
Risks related to trademarks and banners
The Group owns substantially all of its trademarks and is
not dependent on any specific patents or licences, except
for the Spar trademark which is licensed to the Group for the
French market.
Management report
Registration document 2009 / Casino Group
Furthermore, although the Group has a preventive policy
of protecting all its trademarks, it does not believe that an
infringement would have a material impact on the Group’s
operations or results.
Information systems risk
The Group is increasingly dependent on shared information systems for the production of costed data used as the
basis for operating decisions. Security features are built into
systems at the design phase and procedures are in place to
constantly monitor systems security risks.
However, an information system’s failure would not have
any material and prolonged impact on the Company’s operations or results.
Geographical risk
Part of the Group’s business is exposed to risks and uncertainties arising from trading in countries that could experience or have recently experienced periods of economic or
political instability (South America, Asia). Recent events in
Venezuela are described in notes 2.2 and 37 to the consolidated financial statements. In 2009, international operations
accounted for 34% of consolidated revenue and trading
profit.
Risks related to non-renewal of leases
Casino has standard commercial leases on its supermarket
and convenience store premises but cannot guarantee that
they will be renewed on expiry.
The owners could have other plans for the premises on
expiry of the lease, which could prompt them not to renew
the Company’s lease despite the high amount of compensation for eviction they would have to pay. In this case, it is not
certain that the companies operating the stores could find
satisfactory alternative premises on sufficiently attractive
terms.
Product liability risk
The Group sells products under its own brand and can
therefore be considered as a producer/manufacturer. It
could accordingly be held liable in the event of bodily harm
or damage to property caused by the Group’s products (food,
appliances, petrol, etc.).
Industrial and environmental risks
Environmental risks and management procedures are
described in the Environmental Report which follows this
section.
LEGAL RISKS
Compliance risk
The Group is mainly subject to regulations governing the
management of facilities open to the public and listed
facilities. Certain Group businesses are governed by specific
regulations, and more particularly Casino Vacances (travel
agency), Banque du Groupe Casino (banking and consumer
finance), Sudéco (real estate agency), Floréal and Casino
Carburants (service stations) and Mercialys (REIT). In addition, administrative consents are required in France and
certain other countries to open new stores and extend
existing stores.
Tax and customs risk
The Group is subject to periodic tax and customs audits in
France and the various other countries where it has operations. Provision is made for all accepted reassessments.
Contested reassessments are provided for on a case-by-case
basis, according to estimates taking into account the risk of
an unfavourable outcome.
Claims and litigation
In the normal course of its business, the Group is involved
in various legal or administrative claims and litigation and
is subject to audits by regulatory authorities. Provisions are
taken to cover these proceedings when the Group has a legal,
contractual or constructive obligation towards a third party
at the year-end, it is probable that an outflow of resources
embodying economic benefits will be required to settle the
obligation, and the amount of the obligation can be reliably
estimated.
Information on claims and litigation is provided in notes 27
and 34.1 to the consolidated financial statements.
As of the Registration Document filing date, the Company
is not and has not been involved in any other governmental,
legal or arbitration proceedings (including any such proceedings that are pending or threatened of which the Company
is aware) during a period covering at least the previous 12
months which may have, or have had in the recent past,
significant effects on the financial position or profitability of
the Company and/or the Group.
On 2 June 2008, the presiding judge of the Paris Commercial
Court appointed a temporary administrator to run Geimex,
the owner of the rights to the Leader Price brand in the
international markets (outside mainland France and the
French overseas departments and territories). Geimex is
50%-owned by Casino and 50% by the Baud family.
Further information on the disputes with the Baud family
is provided in note 35 to the consolidated financial statements.
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Management report
Registration document 2009 / Casino Group
Management report
RISK FACTORS AND INSURANCE
INSURANCE - RISK COVERAGE
General policy
As in previous years, the main objective of the Group’s insurance policy is to protect its assets, customers and employees.
The Insurance Department, which reports to Group Finance,
is responsible for:
The Group’s total annual insurance budget (premiums and
deductibles) for 2009, excluding group death and disability
plans, totalled an estimated €51 million, representing less
than 0.20% of 2009 consolidated net revenue.
Summary of insurance cover
• Managing a centralised insurance programme covering all
French operations (including Mercialys, a listed subsidiary).
• Identifying and quantifying insurable risks.
• Recommending and monitoring prevention measures tailored
to its various operating facilities, particularly in light of
regulations applying to facilities open to the public.
• Implementing and monitoring insurance policies and/or
self-insurance.
The insurance cover described below summarises the main
policies valid during 2009 and as of the date of this report.
It cannot in any way be considered as permanent. It may be
changed at any time in accordance with developments in
business operations and with the Group’s choices to take
account of insurance market capacity, available cover and
rates.
In addition to the contribution from operating divisions and
subsidiaries, the Group continues to use the services of
brokers specialising in major risks and to take out insurance
cover with first-class industrial-risk insurance companies.
The insurance management policy described above applies
to all insurable risks, although property damage, business
interruption and civil liability represent the Group’s main
risks.
The Insurance Department oversees the local insurance
programmes taken out by foreign subsidiaries under the
Company’s management where they can not be covered by
the Group’s global master policies.
Property damage and business interruption
Assessment of insurance cover requirements
and related costs
Self-insurance and insurance budget
To smooth its insurance costs whilst controlling risks, the
Group continued to self-insure a large proportion of its
high-frequency claims in 2009, mainly but not exclusively for
property damage and liability.
As well as the application of low traditional deductibles,
self-insurance also includes deductibles per claim capped
by underwriting year. These capped deductibles mainly concern property damage and business interruption risk and
are pooled at Group level by all subsidiaries insured under
the Group’s global insurance programme.
To further optimise its costs, the Group also has additional
self-insurance through its Luxembourg-based captive reinsurance company, Casino Re. Casino Re is consolidated by
the Group and is managed locally in compliance with existing legislation. A stop loss policy is taken out to protect the
captive reinsurer’s interests by capping its commitment
and transferring the financial cost to the insurance market
above a certain level of claims.
More generally, deductibles are managed by insurance brokers
and overseen (depending on the type and amount of claim)
by the Group as well as the insurers under their contractual
policy obligations.
This policy is designed to protect the Group’s assets.
It is a ‘named exclusion’ policy (i.e. it covers all losses except
those explicitly excluded) based on cover available in the
insurance market.
Traditional insured risks include but are not limited to fire,
explosion, natural disasters, subsidence, etc.
The maximum sum insured is €220 million per claim for major
claims (fire and explosion), including direct damage and business interruption. There are certain sub-limits for named
risks, including natural events, subsidence and theft.
The current policy was taken out on 1 January 2009 and is
due for renewal on 1 July 2010. Thanks to the Group’s effective self-insurance programme in 2009, the premium rates
negotiated with insurers when the policy was renewed on 1
July 2009 were not affected by the riots and social unrest that
caused major damage to the Jumbo hypermarket and shopping mall in Antananarivo in Madagascar in January 2009.
Similarly, no claims had occurred by the year-end which
could have an effect on the forthcoming renewal, either in
terms of overall cost (premiums and deductibles) or the
cover itself.
Liability
Liability insurance covers the Group for all losses that
might be incurred due to bodily injury, damage to property
or consequential loss suffered by third parties caused by
the Group’s products sold or delivered, technical facilities
and equipment, buildings, store operations and services
rendered.
Registration document 2009 / Casino Group
Management report
The current policy is also a ‘named exclusion’ policy with a sub-limit of €76 million for product withdrawal costs and for
employer’s liability for occupational accidents and illness.
Most of the Group’s premises are classified as facilities open to the public. Insurance of the related risks requires careful
management given the involvement of third parties.
Other insurance required by law
In light of the Group’s business activities, it also has the following insurance cover:
• motor insurance;
• damages to works (prefinancing of claims under the ten-year warranty);
• construction insurance (ten-year warranty);
• specific liability insurance (building owners’ association or property manager, travel agency, bank).
Other insurance
The Group has also taken out various other policies given the risks involved, including:
• a worldwide transportation and import policy to cover domestic and international transportation of goods;
• a comprehensive contractor liability insurance to cover damage to buildings under construction, redevelopment, extension
or refurbishment.
Risk prevention and crisis management
The Group’s risk prevention policy, particularly with regard to property damage, which has been in place for several years
now, is based on:
• Regular audits of high value facilities by the insurers’ technical departments, mainly covering hypermarkets, shopping centres
and logistics centres.
• Joint monitoring by the technical departments of both the Group and its insurers, with audit and prevention reports for each
facility.
• Additional advice, prevention or protection services by facility according to need and priorities (e.g. sprinklers, safety
installations, etc.).
• Monitoring and updating damage risk mapping, including exposure to natural or other events both in France and abroad.
Lastly, the Group pursues a preventive approach to product risk upstream of the sales outlets, both for private label and
branded goods.
It also takes measures to ensure that in the event of crisis it has the technical and advisory resources to act swiftly in the
case of serious damage to one of its facilities with the aim of ongoing operation and resumption of customer service as
quickly as possible.
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Management report
ENVIRONMENTAL REPORT
ENVIRONMENTAL REPORT
SCOPE
The environmental data presented below includes all Géant, Casino Supermarché, Spar and Petit Casino stores (including
the Corsican stores managed by the Group’s subsidiary Codim 2), the Casino cafeterias, the Easydis warehouses, Sudeco,
EMC and Serca premises.
Data concerning Monoprix (50%-owned) are presented separately in the tables below.
Data concerning the franchise outlets are not included in the 2009 report.
Data concerning the Franprix-Leader Price Group are presented separately and only cover the consolidated scope, i.e. a total
of 116 Franprix outlets and 216 Leader Price outlets.
Additional information (including data on foreign subsidiaries) is available in the Casino Group’s 2009 Business Review and
Sustainable Development Report.
ENVIRONMENTAL MANAGEMENT
Environmental policy
In 2003, the Casino Group adopted a formal environmental policy. The seventh seminar involving over 35 participants from
the Group’s various functions and businesses was held during 2009 to review the major environmental projects in progress
and to set out the environmental action plan for 2009-2012.
Casino completed its second carbon report in 2009, the results of which have been used to refine its action plan and update
its carbon index for Casino products launched in June 2008. The index covered more than 400 products at end 2009.
Environmental assessment or certification initiatives
Casino continued to roll out its energy consumption monitoring systems, which cover the majority of its hypermarkets and
certain supermarkets and cafeterias.
Independent electricity consumption audits are performed regularly, leading to the implementation of corrective action.
Assessments are also performed on each Casino-brand product as part of the Group’s quality programmes. Systematic
audits are performed at production sites, based on internal standards that take environmental considerations into account.
Management report
Registration document 2009 / Casino Group
Expenditure to limit the environmental impacts of the business
Indicator
Unit
Casino
2009
Monoprix
2009
FranprixLeader Price
2009
Eco-packaging tax + Corepile tax (battery recycling)
+ D3E tax (recycling)
+ Eco-TLC tax (selective waste sorting)
€
2,452,000
1,078,053
N/A
Eco contribution on promotional brochures
€
1,037,000
164,659
N/A
Expenditure for remediation of land owned by the Group
€
471,000
N/A
N/A
Organisation
An Environment Officer was appointed in 2001 to coordinate the activities of all of the Group’s operating units in the area of
environmental protection. He is supported by a number of local officers in the Group’s various business units.
Provisions for environmental risks and insurance cover
Indicateurs
Unité
Casino
2009
Monoprix
2009
FranprixLeader Price
2009
Provisions for environmental risks
€
0
0
0
Insurance cover for environmental risk
€
0
0
0
Compensation paid and action taken to remedy environmental damage
The Group was not ordered to pay any compensation for environmental damage in 2009 by decision of any court.
Objectives set for foreign subsidiaries
At the beginning of 2003, the Casino Group produced a document setting out its commitments in the area of sustainable
development (see 2009 Business Review and Sustainable Development Report, and our website www.groupe-casino.fr,
for further information). These commitments covering environmental issues apply, by default, to all Group entities as
from 2003.
MAIN ENVIRONMENTAL IMPACTS
Indicator
Unit
Casino
2009
Water consumption
m3
1,970,816
252,087
183,727
Electricity consumption
MWh
1,300,355
283,122
180,950
Cardboard waste sorted for recycling
tonnes
42,162
N/A
N/A
Lighting consumables sorted for recycling
tonnes
22
2
N/A
Batteries collected from customers
tonnes
218
108
N/A
CO2 emissions generated during goods transportation
(between warehouses and stores) (1)
TCDE
114,782
19,044
N/A
(1) Calculated on the basis of the distance travelled, using GHG Protocol methodology.
Monoprix
2009
FranprixLeader Price
2009
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ENVIRONMENTAL REPORT
Measures taken to improve
energy efficiency and use of renewable
energy sources
greenhouse gas reduction targets for 2009-2012 (for further
details, see the 2009 Business Review and Sustainable
Development Report).
Store lighting and refrigeration for chilled foods are the two
main consumers of energy, principally electricity. Major initiatives in 2009 included:
• Continued campaigns to raise awareness of energy savings.
• Renovation and improvement of store lighting as part of
the Group’s membership of the European Commission’s
Green Light programme.
• Establishment, in collaboration with refrigerated equipment manufacturers, of a master agreement for the gradual
implementation of preventive maintenance and renovation
programmes to avoid refrigerant gas leaks and excessive
consumption of electricity. A ‘confinement’ charter has
been prepared and incorporated into the maintenance
contracts with cooling systems suppliers.
• Continued regular electricity consumption audits by the
Group’s Technical Department.
• Launch of the Group’s subsidiary, GreenYellow, which
installed 19,204 kWp of solar power in 2009, generated by
solar panels.
Under a programme to increase the use of freight by rail and
waterway, 39% of goods were transported using these alternative systems.
Waste management
The Group generates limited amounts of non-hazardous
waste (cardboard, plastic and wood) and industrial waste
requiring dedicated recycling procedures (neon strips, frying
oil, office waste). In addition to taking action to reduce waste
at source (e.g. use of returnable packaging, reduction in
quantities of marketing brochures produced), Casino has
made waste sorting and recycling a priority, and has signed
collection/recycling agreements to this effect. In 2009,
Casino recycled 42,000 tonnes of cardboard waste.
It has also introduced an eco-design programme for its
private label products, as well as environmental labelling
of products. Savings of 1,895 tonnes of packaging material
have so far been made on 593 products. Casino has set a
cumulative target of 2,500 tonnes for 2010.
Atmospheric emissions
The Group’s atmospheric emissions are limited and mostly
concern CO2 emissions generated during goods transportation and indirect CO 2 emissions generated by electricity
consumption. Apart from the results of energy and relatedemission savings programmes, action to optimise delivery
schedules has led to a saving of over 18.4 million kilometres in 2009, or the equivalent of almost 18,000 tonnes of
CO 2. The total saving over five years amounts to 83,000
tonnes of CO2.
A second carbon report was completed in 2009, covering a
sample of 400 premises. The results bear out the Group’s
Local pollution
Casino strives to reduce noise pollution and emissions caused
by deliveries to its stores in urban areas. The Group has now
equipped its entire truck fleet with insulated containers using
cryogenic refrigeration systems to reduce emissions of refrigerant gases and noise pollution while increasing compliance
with the cold chain.
Land use and measures to prevent
environmental damage
The majority of Casino stores and warehouses are located in
urban areas and the risk of land pollution or damage to the
ecosystem is negligible.
Specific precautions are taken with respect to service stations, PCB-insulated transformers and air-conditioning
refrigeration towers. A top-priority compliance programme
has been introduced, including the following measures:
• All single-jacketed underground tanks are systematically
being replaced with double-jacketed tanks to minimise the
risk of soil and water table pollution.
• All of Casino’s newer store premises comply with the latest regulatory standards concerning the recovery and
treatment of rainwater on service station forecourts and
in supermarket car parks. All service stations operated
by the Group’s hypermarkets in France are equipped with
hydrocarbon separators.
Management report
Registration document 2009 / Casino Group
EMPLOYMENT REPORT
SCOPE
The employee data presented concern (unless otherwise specified) all wholly-owned facilities in France operated by the
following companies: Casino Guichard-Perrachon, Distribution Casino France (and its subsidiaries Serca, Acos, Casino
Vacances), Codim 2, Casino Restauration (and its subsidiary Restauration Collective Casino – R2C), Easydis (and its subsidiary C Chez Vous), l’Immobilière Groupe Casino (and its subsidiary Sudéco), Casino Entreprise (and its subsidiary Imagica), EMC
Distribution, Comacas and Casino Services, Club Avantages, Casino Franchise, dunnhumby France, Mercialys, Mercialys
Gestion, VP Aubière, Redonis, Casino Développement, GreenYellow, VP Vaulx, C.I.T. and IGC Services.
Data concerning Monoprix (50%-owned) are presented separately in the tables below.
Data concerning the franchise outlets are not included in the 2009 report. Data concerning the Franprix-Leader Price Group
(90%-owned by Casino) are presented separately and only cover the consolidated scope, i.e. a total of 116 Franprix outlets
and 216 Leader Price outlets (Baud SA, Franprix Holding, STL, Fretam, Sedifrais, SML, SCL, Franprix Distribution, Leader
Price Holding, Gecoma, DLP, SGL, SLO, Effel, Franleader).
Additional information (including data on foreign subsidiaries) is available in the Casino Group’s 2009 Business Review and
Sustainable Development Report.
EMPLOYEES
Indicator
Unit
Casino
2009
Monoprix
2009
FranprixLeader Price
2009
Number of employees in France as of 31 December
Number
46,791
20,357
8,790
Breakdown by type of contract:
Permanent contracts (average across year)
Fixed-term contracts (average across year)
Number
Number
44,026
3,849
18,402
1,879
7,855
758
Managers
• Men
• Women
Number
Number
2,693
1,102
1,095
1,237
622
232
Supervisors
• Men
• Women
Number
Number
2,975
1,904
566
875
375
276
Clerical, administrative and other
• Men
• Women
Number
Number
12,772
25,345
5,174
11,410
3,099
4,186
1,839
40
28
Breakdown by gender:
External labour:
Average monthly number of temporary staff (1)
FTEs
Number of recruitments:
Permanent contracts
Fixed-term contracts
Number
Number
5,138
18,613
3,946
12,312
1,915
4,098
Terminations:
Job elimination
Other reasons
Number
Number
111
1,719
1
1,109
1
788
(1) Only includes companies that produce a corporate social report.
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EMPLOYMENT REPORT
ORGANISATION OF WORKING HOURS
Indicator
Unit
Casino
2009
Monoprix
2009
FranprixLeader Price
2009
Number of full-time employees as of 31 December
Number
30,509
13,363
Number of part-time employees as of 31 December
Number
16,282
6,994
6,539
2,286
Average actual working week, full-time employees
Hours
33.91
35.05
36.00
Average actual working week, part-time employees
Hours
23.92
23.32
25.34
Overtime hours
Hours
262,150
316,680
241,920
Unit
Casino
2009
Monoprix
2009
FranprixLeader Price
2009
Total number of hours worked
Hours
63,956,000
27,373,127
N/A
Total number of hours absence
Hours
6,525,542
4,076,590
2,454,835
Breakdown of absenteeism by cause
Work-related accident
Accident on journey to or from work
Sickness
Maternity/paternity
Authorised leave
Other
Hours
Hours
Hours
Hours
Hours
Hours
592,153
97,896
3,900,569
842,861
96,143
995,919
304,672
42,452
1,452,655
355,494
389,612
1,531,705
304,776
3,660
969,083
299,080
80,379
797,857
ABSENTEEISM
Indicator
PAYROLL COSTS
Indicator
Unit
Casino
2009
Monoprix
2009
FranprixLeader Price
2009
Total wages and salaries
€ thousands
1,603,223
577,191
145,951
Total incentive payments in the year
€ thousands
6,823
N/A
904
Total profit-sharing payments in the year
€ thousands
20,449
N/A
3,877
EQUAL OPPORTUNITY
In 2009, Casino pursued its action as a partner in the European Union’s EQUAL programme through EQUAL LUCIDITE (1) which
aims to combat all forms of racial or gender exclusion, discrimination and inequalities in the labour market, in the workplace
and in career opportunities.
In October 2004, the Group signed the diversity charter alongside 40 other major French companies, endorsing six key
principles for promoting diversity. In 2005, Distribution Casino France signed a gender equality agreement, while a Group
agreement was signed with the trade unions on equal opportunity and non-discrimination. The Group also made a commitment to provide 500 training courses a year for young people from underprivileged backgrounds. In 2007, a new agreement
was signed with the Ministry of Social Cohesion covering the period 2007-2012. In February 2008, the Group endorsed the
government’s Plan Espoir Banlieues for regenerating the underprivileged city suburbs and decided to introduce the Recruitment by Simulation method for hiring its employees. More than 1,000 young people under the age of 26 have been recruited
thanks to this method.
(1) Programme to combat ignorance and discrimination in the workplace.
Management report
Registration document 2009 / Casino Group
In addition, Casino is involved in the EQUAL AVERROES programme, designed to implement a self-assessment system
for workplace diversity. In May 2009, Casino obtained the Diversity Label in recognition of its commitment to preventing
discrimination, providing equal opportunities and promoting diversity.
EMPLOYEE RELATIONS
Indicator
Number of meetings with employee representatives (1)
Unit
Casino
2009
Monoprix
2009
FranprixLeader Price
2009
Number
12,795
3,973
145
To take account of changes in its size, on 8 January 2003 the Group signed a supplemental agreement to the 22 January 1997
agreement on developing the role and resources of the trade unions. The annual allowance for hours devoted to trade union
representation was increased from 1,200 to 1,400 as of 1 January 2003. Group management also raised its financial contribution
by increasing the fixed sum paid to each trade union represented by 15% and the amount paid per vote obtained by 5%.
In 2008, an agreement on employment and skills planning and forecasting was signed with six trade union organisations. In 2009,
the Group signed an agreement on social dialogue and a three-year agreement on the employment of older workers, with the
target of recruiting 500 people aged over fifty during the period. An agreement on the retirement savings plan was also signed in
September 2009.
HEALTH AND SAFETY
Indicator
Unit
Work-related accident rate *
No. of accidents per million hours worked
Lost-time accident rate *
No. of lost days per 1,000 hours worked
Casino
2009
Monoprix
2009
FranprixLeader Price
2009
38.55
57.76
N/A
1.88
1.35
N/A
* In 2009, these rates no longer include occupational illness. They do not include Codim 2.
In 2006, Casino conducted a survey on health in the workplace and signed a national commitment charter with the national
health fund (CNAM) on 21 June 2006. The “Cap Prévention” accident prevention programme launched during 2007 continued
throughout 2009 and is producing good results. Accident rates and lost-time accident rates have been falling steadily for
the past five years. Agreements have been signed with the CNAMTS (national health fund for employees) to implement an
accident prevention policy when stores are built or redeveloped. This has significantly reduced the work-related accident
rate over the past five years.
TRAINING
Indicator
Unit
Casino
2009
Average number of hours training per employee per year
Hours
5.3
% of employees who received at least one form of training
during the year
%
(1) Only includes companies that produce a corporate social report.
31%
Monoprix
2009
FranprixLeader Price
2009
6.8
4
41.6%
12%
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EMPLOYMENT REPORT
DISABLED WORKERS
Indicator
Unit
Casino
2009
Number of disabled employees hired during the year
Number
121
Disabled employees as a% of the workforce
%
9.80% *
Monoprix
2009
93
FranprixLeader Price
2009
N/A
5.38% **
N/A
* Excluding Codim2 pour Casino. ** After deductions for Monoprix.
A new ‘Handipacte’ agreement was signed with the trade unions covering the period 2006-2010 on disability employment,
training and employee awareness policy. Since 2006, a total of 397 disabled people have been recruited and 322 taken in on
internee programmes.
EMPLOYEE WELFARE AND CORPORATE PHILANTHROPY
Indicator
Unit
Casino
2009
Monoprix
2009
FranprixLeader Price
2009
Total budget paid to Works Council
€
13,078,946
3,104,110
192,044
Corporate sport and arts sponsorship
(France and International)
€
2,522,111
N/A
N/A
Charitable donations (France and International)
€
1,491,244
N/A
73,000
Each year, all stores take part in national charitable events (food collection, telethons, HIV/AIDS, etc.) and participate in various local partnerships.
In addition to these national and local initiatives, the “Les Écoles du Soleil” association set up in July 2001 helps to provide
education to underprivileged children in France and around the world (see 2009 Business Review and Sustainable Development Report).
Casino Foundation, lauched in the second semester 2009, will promote initiatives focused primarily towards children’s education
and well-being as of early 2010.
IMPACT ON LOCAL JOB MARKETS AND REGIONAL DEVELOPMENT
The Urban Policy Department pursued its action in line with the priorities established in the national partnership agreement
with the Ministry for Urban Development, which was renewed for 2007-2012. The aim of this agreement is to help poorly
qualified people find jobs and young graduates from underprivileged backgrounds to gain access to management positions.
The foreign subsidiaries also pursue similar programmes in partnership with local associations (see 2009 Business Review
and Sustainable Development Report).
OUTSOURCING AND RESPECT FOR ILO CONVENTIONS
The Casino Group is committed to conducting the vast majority of its activities using its own resources and makes very limited
use of outsourcing.
In 2000, the Group’s central purchasing agency established an action plan designed to ensure that suppliers in developing
countries respect the human rights of their employees. A Suppliers Chart of Ethics, drawn up in accordance with the basic
principles established by the ILO, was included in full in all supplier contracts in 2002. It was subject to critical review by
Amnesty International in 2004. Social audits of suppliers in developing countries continued in 2009 with 96 initial and follow-up
audits performed in China, Bangladesh, Pakistan, Tunisia, Morocco, Egypt and Thailand. The Group is now working on
improving the quality of its audits and their follow-up.
Management report
Registration document 2009 / Casino Group
EMPLOYEE INCENTIVE PLANS
Profit-sharing plan
An initial profit-sharing agreement was signed on 30 December 1969 as required by the French Labour Code (Code du travail),
and adopted by each of the companies in the Group.
Given the Group’s diversification since then and the inter-relationship between its various business activities (retailing, production, foodservice, etc.), a new group-wide profit-sharing agreement was adopted on 16 September 1988 at the request of the trade
unions, covering all the Group’s French subsidiaries (except Franprix-Leader Price, Monoprix and Banque du Groupe Casino).
Under this agreement, all group companies established a special profit-sharing reserve based on their own individual results.
These reserves were then aggregated and the total amounts distributed to all employees in proportion to their salaries, within
the maximum limit permitted by law.
A new agreement was signed on 16 March 1998. There was no change to the method of calculating and distributing the
profit-sharing reserves, but the structure of the Employee Savings Plan was altered through the creation of several different
investment funds. On 29 June 2000, a supplemental agreement was signed in order to neutralise the impact on calculation of
2000 profit-sharing (restatement of shareholders’ equity) of restructuring operations carried out on 1 July 2000 but retroactive
to 1 January 2000. A further supplemental agreement was signed on 26 June 2001, which altered the method of calculating
the Group’s profit-sharing reserve. It is now computed as a function of the previous year’s reserve and the change in trading
profit, but may not in any event be less than the cumulated legal reserves computed on a company-by-company basis.
Incentive plan
A new group-wide incentive plan for all French subsidiaries (except Franprix-Leader Price, Monoprix and Banque du Groupe
Casino) has been set up covering 2007, 2008 and 2009.
The plan still combines a group incentive with a local incentive.
The group component is calculated on the basis of consolidated trading profit (before incentive and profit-sharing entitlement)
of the companies concerned less a sum designed to remunerate capital employed. 80% is allocated in proportion to annual
salary and 20% in proportion to length of service.
The local component is a direct function of the results of each local operating unit. It is allocated entirely in proportion to
annual salary and paid no later than 15 May each year.
The aggregate group and local incentive payment may not exceed 30% of the Group’s share in consolidated net profit after
tax of the companies concerned.
Profit-sharing and incentive payments
Profit-sharing and incentive payments for the last five years are as follows (in € thousands):
In K€
Profit-sharing plan
Incentive plan
Total
2004
29,726.3
36,151.7
65,878.0
2005
21,986.8
16,217.6
38,204.4
2006
22,746.5
29,768.0
52,514.5
2007
24,317.0
26,572.3
50,889.3
2008
23,126.0
22,213.5
45,339.5
Employee stock options
Casino introduced its first Group employee stock option plan in 1973. Since then, many plans have been implemented for
Group officers and employees. In 1991, for example, options to purchase new shares were granted to the entire workforce
(over 2.2 million options granted to 27,375 beneficiaries), under a plan that expired in 1997.
In December 1987, all employees with managerial grade and a minimum of one year’s service were granted options to purchase
existing shares representing 10%, 20%, 30% or 40% of their annual salary, depending on their grade. Since 1987, based on the
same principles, stock options have been granted in December of each year to new managers who have completed one year’s
service with the Group, and the number of options held by managers promoted to a higher grade has been adjusted.
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EMPLOYMENT REPORT
Since 1999, stock options have been granted to hypermarket and supermarket managers based on the value created during
the year, measured in terms of the store’s contribution to growth in consolidated sales and earnings.
Options to purchase new shares
Details of current stock options exercisable for new shares are given on page 42.
Options to purchase existing shares
The following table shows the details of current stock option plans exercisable for existing shares valid at 28 February 2010.
Grant date
Initial
Expiry date
exercise date
8 April 2004
8 April 2007
Original
number of
grantees
7 Oct. 2009
1,920
Exercise price
(in €)
Number of
Number of
Number of
options
granted
options
exercised
options
cancelled
or lapsed
78.21
679,287
12,280
667,007
Number of
options
outstanding
0
Stock options granted to and exercised by to the top ten employees in 2009 were as follows:
Options granted
Options exercised
Total number of options
Weighted average price
20,558
9,373
51.12 €
58.06 €
Share grants
As permitted by the 2005 Finance Act, the Group has made restricted share grants to employees, contingent upon the
achievement of certain performance criteria and/or continued presence in the Group (see table on page 43).
Employee share ownership
Two employee share ownership plans – Emily and Emily 2 – were set up in December 2005 and December 2008 respectively
to strengthen the relationship between the Group and its employees by giving them a greater vested interest in the Group’s
future development and performance.
These leveraged, capital guaranteed ESOPs are open to all employees of the Group in France who are members of a Casino
corporate savings plan.
In 2005, 828,593 shares were sold to the Emily plan at a price of €56.30 and a further 88,829 shares were allotted to the plan
free of consideration in respect of the employer’s matching contribution. In 2008, 800,000 shares were issued to the Emily 2
plan at a price of €46.18.
At 28 February 2010, Group employees owned 2,953,141 shares representing 2.7% of the capital and voting rights through
the various employee share ownership plans.
Registration document 2009 / Casino Group
Consolidated financial statements
Consolidated
financial
statements
64. Statutory Auditors’ Report on the consolidated financial statements
65. Consolidated financial statements
65. Consolidated income statement
67. Consolidated statement of comprehensive income
68. Consolidated balance sheet
70. Consolidated statement of cash flows
72. Consolidated statement of changes in equity
74. Notes to the consolidated financial statements
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64
I
Consolidated financial statements
Registration document 2009 / Casino Group
Statutory
Auditors’ Report
on the consolidated financial statements
This is a free translation into English of the statutory auditors’ report issued in the French language and is provided solely for the convenience of Englishspeaking readers. This report includes information specifically required by French law in such reports, whether qualified or not. This information is presented below the opinion on the consolidated financial statements and includes (an) explanatory paragraph(s) discussing the auditors’ assessment(s)
of certain significant accounting and auditing matters. These assessments were made for the purpose of issuing an audit opinion on the consolidated
financial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside the consolidated financial statements.
This report, should be read in conjunction with, and is construed in accordance with French law and professional auditing standards applicable in France.
In compliance with the assignment entrusted to us by your shareholders’ meeting, we hereby report to you, for the year ended December 31,
2009, on:
• the audit of the accompanying consolidated financial statements of Casino, Guichard-Perrachon;
• the justification of our assessments
• the specific verification required by French law.
These consolidated financial statements have been approved the Board of Diretcors. Our role is to express an opinion on these consolidated
financial statements based on our audit.
I. OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS
Accounting principles
We conducted our audit in accordance with the professional standards applicable in France. Those standards require that we plan and
perform the audit to obtain reasonable assurance whether the consolidated financial statements are free of material misstatement.
An audit involves performing procedures, by audit sampling and
other selective testing methods, to obtain audit evidence about the
amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting principles used,
the significant estimates made by the management, and the overall
financial statements presentation. We believe that the evidence we
have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Note 2.2 to the consolidated financial statements related to accounting policies specifies the accounting treatment used by the Group
to account for a dividend distribution in Mercialys stocks and the
operations in Venezuela. Note 17 describes the facts justifying the
accounting treatment of the Group’s investment in OPCIs.
In our opinion, the consolidated financial statements give a true
and fair view of the assets and , liabilities and of the financial position of the Group as of December 31, 2009 and of the results of its
operations for the year then ended in accordance with International
Financial Reporting Standards as adopted by the European Union.
Without qualifying our opinion, we draw your attention to:
• Notes 1.1.1 and 1.3 to the consolidated financial statements, which
describe the new standards and interpretations applied by the
Group as of January 1, 2009;
• Note 2.2 to the consolidated financial statements which describes
the accounting treatment used by the Group to account for a
dividend distribution in Mercialys stocks and the Group positions
regarding the consolidation of its subsidiary in Venezuela, Cativen.
We have reviewed the factual and legal elements underlying the appropriate accounting treatment followed by your Group in order to
account for these operations and give the appropriate disclosures in
the the consolidated financial statements.
Estimates
In preparing the financial statements, the Group is required to make
certain estimates and assumptions, particularly as regards impairment of goodwill (notes 1.5.12 et 16). The cash flow and earnings
projections and other information contained in the Group’s longrange business plans are used to check these assets’ recoverable
amounts.
We examined the available documentation, assessed the reasonableness of the Group’s evaluations and verified that the notes to the
financial statements included appropriate disclosures of the assumptions used by the Group.
These assessments were made as part of our audit of the consolidated financial statements taken as a whole and, therefore, contributed to our audit opinion expressed in the first part of this report.
III. SPECIFIC VERIFICATION
II. JUSTIFICATION OF ASSESSMENTS
In accordance with the requirements of article L. 823-9 of the
French commercial code (Code de Commerce) relating to the
justification of our assessments, we bring to your attention the
following matters:
We have also verified the information given in the group management report as required by French law.
We have no matters to report regarding its fair presentation and
consistency with the consolidated financial statements.
Lyon and Paris, March 10, 2010
The Statutory Auditors
Ernst & Young Audit
Sylvain Lauria Daniel Mary-Dauphin
Cabinet Didier Kling & Associés
Christophe Bonte Didier Kling
Consolidated financial statements
Registration document 2009 / Casino Group
Consolidated
financial statements
CONSOLIDATED
INCOME STATEMENT
for the years ended 31 December 2009 and 2008
€ millions
NOTES
2008 adjusted (*)
2009
CONTINUING OPERATIONS
Net sales
5.1
26,757
27,076
Cost of goods sold
5.2
(19,836)
(20,050)
6,921
7,026
Gross profit
Other income
5.1
Selling expenses
5.3
(4,983)
(4,887)
General and administrative expenses
5.3
(1,043)
(997)
Trading profit
as a % of sales
314
125
1,209
1,266
4.5
4.7
Other operating income
6
260
65
Other operating expense
6
(296)
(145)
Operating profit
as a % of sales
Income from cash and cash equivalents
Finance costs
1,173
1,186
4.4
4.4
27
51
(370)
(422)
(371)
Finance costs, net
7.1
(343)
Other financial income
7.2
91
93
Other financial expense
7.2
(93)
(110)
828
798
3.1
2.9
(201)
(217)
Profit before tax
as a % of sales
Income tax expense
8
Share of profits of associates
9
6
14
Profit from continuing operations
633
595
as a % of sales
attributable to equity holders of the parent
attributable to minority interests
2.4
543
90
499
2.2
95
DISCONTINUED OPERATIONS
Net profit from discontinued operations
attributable to equity holders of the parent
attributable to minority interests
10
228
4
48
(4)
179
8
CONTINUING AND DISCONTINUED OPERATIONS
Total net profit
861
599
attributable to equity holders of the parent
591
495
attributable to minority interests
270
103
(*) See note 1.3.
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Consolidated financial statements
Registration document 2009 / Casino Group
Consolidated
financial statements
CONSOLIDATED INCOME STATEMENT
EARNINGS PER SHARE
in €
NOTES
From continuing operations attributable
to equity holders of the parent
11
2008 adjusted (*)
2009
• basic earnings per share
4.76
4.33
• diluted earnings per share
4.75
4.32
• basic earnings per share
5.20
4.30
• diluted earnings per share
5.18
4.29
From continuing and discontinued operations
attributable to equity holders of the parent
11
(*) To ensure comparability from one period to the next, earnings per share at 31 December 2008 have been adjusted retrospectively for (i) the disposal
of Super de Boer (see note 10), (ii) the accounting change arising from the adoption of IFRIC 13 (see note 1.3.2) and (iii) the conversion of preferred
non-voting shares into ordinary shares (see note 2.2). The 2008 figures are therefore presented as if all these events had already taken place. At 31
December 2009, the share capital comprised only ordinary shares.
Historical data and the impacts of the Super de Boer disposal, the accounting change and conversion of preferred non-voting
shares are summarised below:
31 DECEMBER 2008
in €
Published
Super
Accounting
Conversion
de Boer
change
of preferred
non-voting
shares
Adjusted
EARNINGS PER ORDINARY SHARE
From continuing operations attributable
to equity holders of the parent
• basic earnings per share
• diluted earnings per share
4.33
4.32
(0.08)
(0.08)
(0.01)
(0.01)
0.10
0.10
4.33
4.32
From discontinued operations
• basic earnings per share
• diluted earnings per share
(0.12)
(0.12)
0.08
0.08
–
–
–
–
(0.04)
(0.04)
From continuing and discontinued operations attributable
to equity holders of the parent
• basic earnings per share
• diluted earnings per share
4.21
4.20
–
–
(0.01)
(0.01)
0.10
0.10
4.30
4.29
From continuing operations attributable
to equity holders of the parent
• basic earnings per share
• diluted earnings per share
4.36
4.36
(0.08)
(0.08)
(0.01)
(0.01)
(4.27)
(4.26)
–
–
From discontinued operations
• basic earnings per share
• diluted earnings per share
(0.12)
(0.12)
0.08
0.08
–
–
0.04
0.04
–
–
From continuing and discontinued operations attributable
to equity holders of the parent
• basic earnings per share
• diluted earnings per share
4.25
4.24
–
–
(0.01)
(0.01)
(4.24)
(4.23)
–
–
EARNINGS PER PREFERRED NON-VOTING SHARE
Consolidated financial statements
Registration document 2009 / Casino Group
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
for the years ended 31 December 2009 and 2008
€ millions
2009
2008 adjusted (*)
Net profit for the period
861
599
Exchange differences on translating foreign operations
532
(488)
Actuarial gains and losses
Gains and losses from remeasurement at fair value
of available-for-sale financial assets
(6)
6
(4)
Cash flow hedges
–
(17)
Tax effect on recognised income and expense
(4)
4
Income and expense recognised directly in equity, net of tax
528
6
(499)
Total recognised income and expense for the period
1,389
100
attributable to equity holders of the parent
1,096
42
293
58
attributable to minority interests
(*) See note 1.3.
Movements in the period are presented in note 25.3.
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Consolidated financial statements
Registration document 2009 / Casino Group
Consolidated
financial statements
CONSOLIDATED
BALANCE
SHEET
for the years ended 31 December 2009 and 2008
ASSETS
€ millions
NOTES
2009
2008 adjusted (*)
1 January 2008
adjusted (*)
NON-CURRENT ASSETS
Goodwill
12
6,494
6,190
Intangible assets
13
602
681
532
Property, plant and equipment
14
5,737
5,912
5,726
Investment property
15
1,235
1,121
1,040
Investments in associates
17
177
122
277
Non-current assets
19
415
469
446
Non-current hedging instruments
24
176
118
55
8
112
110
173
14,948
14,725
14,425
Deferred tax assets
Total non-current assets
6,177
CURRENT ASSETS
Inventories
20
2,575
2,684
2,460
Trade receivables
21
1,509
1,592
1,659
Other assets
22
1,201
1,208
1,168
8
67
83
47
Current hedging instruments
24
116
77
163
Cash and cash equivalents
23
2,716
1,948
2,534
Non-current assets held for sale
10
26
34
–
8,209
7,626
8,031
23,157
22,351
22,457
Current tax receivables
Total current assets
TOTAL ASSETS
(*) See note 1.3.
Consolidated financial statements
Registration document 2009 / Casino Group
EQUITY AND LIABILITIES
€ millions
NOTES
2008 adjusted (*)
2009
1 January 2008
adjusted (*)
Share capital
Additional paid-in capital, treasury shares
and retained earnings
169
172
172
5,619
5,222
5,132
591
495
814
Equity attributable to equity holders of the parent
6,379
5,890
6,117
Minority interests in reserves
1,267
1,038
896
270
103
107
1,537
1,141
1,002
7,916
7,031
7,119
Profit attributable to equity holders of the parent
Minority interests in profit for the period
Minority interests
Equity
25
Provisions
27
234
352
296
Non-current financial liabilities
29
5,710
5,050
4,662
Other non-current liabilities
31
186
78
54
8
335
391
412
6,465
5,872
5,424
Deferred tax liabilities
Total non-current liabilities
Provisions
27
Trade payables
Current financial liabilities
221
203
178
4,327
4,511
4,419
2,499
29
1,369
1,943
Current taxes payable
8
57
24
119
Other current liabilities
31
2,786
2,767
2,699
Liabilities associated with non-current assets
held for sale
10
17
–
–
8,776
9,448
9,914
23,157
22,351
22,457
Total current liabilities
TOTAL EQUITY AND LIABILITIES
(*) See note 1.3.
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Consolidated financial statements
Registration document 2009 / Casino Group
CONSOLIDATED
STATEMENT OF CASH FLOWS
for the years ended 31 December 2009 and 2008
€ millions
NOTES
2008 adjusted (*)
2009
Profit attributable to equity holders of the parent
Profit attributable to minority interests
591
270
495
103
Profit for the period
861
599
Depreciation, amortisation and provision expense
Unrealised gains and losses arising from changes in fair value
Income and expenses on share-based payment plans
Other non-cash items
760
(4)
15
41
725
48
8
22
Depreciation, amortisation, provisions and other non-cash items
811
804
(Gains)/losses on disposal of non-current assets
Dilution gains and losses
Share of profits of associates
Dividends received from associates
(375)
(8)
(7)
9
(53)
5
(13)
14
Cash flow
Finance costs, net (excluding changes in fair value and amortisation)
Current and deferred tax expenses
Cash flow before net finance costs and tax
1,292
1,356
342
202
352
209
1,835
1,917
(163)
219
Income tax paid
Change in operating working capital (i)
1,891
Net cash from operating activities
Outflows of acquisitions:
• property, plant and equipment, intangible assets and investment property
• non-current financial assets
Inflows of disposals:
• property, plant and equipment, intangible assets and investment property (iii)
• non-current financial assets
Effect of changes in scope of consolidation (ii)
Change in loans granted
(274)
(47)
1,596
(802)
(36)
(1,214)
(53)
239
23
(468)
(30)
190
17
(418)
(3)
Net cash from investing activities
(1,074)
(1,481)
25.4
Dividends paid (note 25.4):
• to equity holders of the parent
• to minority shareholders
• to holders of deeply-subordinated perpetual bonds (TSSDI)
Increase/(decrease) in share capital
Proceeds received from the exercise of stock options
(Purchases)/sales of treasury shares
Additions to debt
Repayments of debt
Interest paid, net
(284)
(46)
(30)
145
1
2
1,880
(1,455)
(320)
(257)
(51)
(71)
136
–
(50)
1,711
(1,693)
(322)
(107)
(597)
Effect of changes in foreign currency translation adjustments
112
(41)
CHANGE IN CASH AND CASH EQUIVALENTS
822
(523)
Net cash from financing activities
Cash and cash equivalents at beginning of period
• Cash and cash equivalents related
to non-current assets held for sale
1,543
2,066
10
–
–
Reported cash and cash equivalents at beginning of period 23
1,543
2,066
Cash and cash equivalents at end of period
• Cash and cash equivalents related
to non-current assets held for sale
2,365
1,543
10
Reported cash and cash equivalents at end of period
23
(*) See note 1.3.
(1)
2,364
–
1,543
Consolidated financial statements
Registration document 2009 / Casino Group
Cash flows related to discontinued operations are presented in note 10.
(i) Change in operating working capital
€ millions
2009
2008 adjusted (*)
Inventories of goods
Property development work in progress
Trade payables
Trade receivables
Finance receivables (credit activity)
Finance payables (credit activity)
Other
133
87
(220)
38
62
(49)
167
(126)
(133)
130
133
(67)
41
(26)
Change in operating working capital
219
(47)
(*) See note 1.3.
(ii) Effect of changes in scope of consolidation
€ millions
Disposal proceeds,
of which:
Super de Boer (**)
Vindémia (changes in scope and disposal of production companies)
Finovadis
Easy Holland BV
Easydis Service
Mercialys (change in percentage interest)
GPA (change in percentage interest)
Acquisition cost,
of which:
Gdynia (newly-consolidated)
Dilux et Chalin (newly-consolidated)
Caserne de Bonne (newly-consolidated)
Halles des Bords de Loire (newly-consolidated)
Exito sub-group (exercise of Carulla put and change in percentage interest)
GPA (Globex Utilidades acquisition)
GPA (change in scope)
GPA (AIG put on Sendas and call exercise)
Franprix-Leader Price sub-group (Baud put)
Franprix-Leader Price sub-group (newly-consolidated units)
Franprix-Leader Price sub-group (changes in scope)
Monoprix sub-group (Naturalia acquisition)
Cdiscount (change in percentage interest)
Mercialys sub-group
Cedif, Pavois
Super de Boer
AEW Immocommercial
Intexa
Cash of subsidiaries acquired or sold during the period,
of which:
GPA (Globex Utilidades acquisition)
GPA (change in scope)
Franprix-Leader Price sub-group
Casino Limited and EMC Limited
Caserne de Bonne
Franprix-Leader Price sub-group
Super de Boer
Intexa
Effect of changes in scope of consolidation
2009
2008 adjusted (*)
428
61
316
36
6
3
–
–
–
–
–
–
–
3
38
19
(919)
(492)
(39)
(26)
(47)
(13)
(85)
(118)
(9)
–
(429)
(75)
(8)
–
–
–
–
–
–
–
–
–
–
–
(12)
–
–
(84)
–
(77)
(95)
(32)
(22)
(58)
(24)
(58)
(11)
(7)
23
13
10
(4)
5
7
5
–
–
–
–
2
–
–
–
12
(4)
2
(468)
(418)
(*) See note 1.3.
(**) The amount of €316 million includes the sale price for all Super de Boer’s assets and liabilities (€553 million), less an interim dividend paid to minority shareholders (€237 million).
(iii) Corresponds mainly to the disposal of property assets in France and Colombia for, respectively, €106 million and €85 million.
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Consolidated financial statements
Registration document 2009 / Casino Group
Consolidated
financial statements
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
before appropriation of profit
for the years ended 31 December 2009 and 2008
€ millions
At 1 January 2008
Share capital
172
Additional
Treasury
Retained
Deeply
paid-in
capital (i)
shares
earnings
and profit for
the period
subordinated
perpetual bonds
3,912
Accounting change (iii)
–
–
At 1 January adjusted
172
3,912
(22)
–
(22)
989
600
(5)
–
984
600
Income and expense recognised directly in equity
–
–
–
–
–
Net profit for the period
–
–
–
495
–
Total recognised income and expense
–
–
–
495
–
Issue of share capital
Purchases and sales of treasury shares
Dividends paid
2
–
–
52
–
–
–
19
–
–
(57)
(258)
–
–
–
Dividends payable to deeply subordinated
perpetual bond holders
–
–
–
(27)
–
Share-based payments
Changes in scope of consolidation (iv)
Other movements
–
–
–
–
–
–
–
–
–
12
–
(12)
–
–
–
173
3,964
1,138
600
At 31 December 2008 adjusted
(3)
Income and expense recognised directly in equity
–
–
–
–
–
Net profit for the period
–
–
–
591
–
Total recognised income and expense
–
–
–
591
–
Issue of share capital (v)
Issue expenses (v)
Purchases and sales of treasury shares
Dividends paid (vi)
Dividends payable to deeply subordinated
perpetual bond holders
Share-based payments
Changes in scope of consolidation (vii)
Other movements
(3)
–
–
–
4
(4)
–
–
–
–
(1)
–
–
–
5
(593)
–
–
–
–
–
–
–
(18)
–
–
–
–
–
–
–
–
–
–
15
–
4
–
–
–
169
3,964
1,142
600
At 31 December 2009
(4)
(i) Additional paid-in capital: premiums on shares issued for cash or in connection with mergers or acquisitions, and statutory reserves.
(ii) Attributable to the shareholders of Casino, Guichard-Perrachon.
(iii) The Group made an accounting change resulting from the adoption of IFRIC 13 (see note 1.3.2).
(iv) The increase in minority interests primarily reflects the full consolidation of Super de Boer (€50 million), the increase in the capital of the Polish
property development fund “Fonds Immobilier Promotion” (€24 million) and the sale by the Group of Mercialys shares (€17 million).
(v) Transaction costs related to the conversion of preferred non-voting shares (see note 3). The tax effect amounted to €1 million.
(vi) The amount of €593 million includes €284 million in cash and €308 million in shares. Dividends paid to minority shareholders in 2009 include
€237 million in sale proceeds from Super de Boer (see note 2).
(vii) The increase in minority interests primarily reflects the Group’s distribution of Mercialys shares (see note 2) and dilution of the Group’s interest in
Exito following various share issues (see note 2).
Consolidated financial statements
Registration document 2009 / Casino Group
Cash flow
Translation
Actuarial gains
Fair value
Available-
Equity
Minority
hedges
adjustments
and losses
of assets and
liabilities held
in prior periods
for-sale
financial assets
attributable to
equity holders
of the parent (ii)
interests
6,122
1,002
–
349
2
90
30
Total equity
7,124
–
–
–
–
–
(5)
–
–
349
2
90
30
6,117
1,002
(10)
(444)
4
–
(3)
(453)
(46)
–
–
–
–
–
495
103
599
4
–
(3)
42
58
100
(10)
(444)
(5)
7,119
(499)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
54
(38)
(258)
–
–
(55)
54
(38)
(313)
–
–
–
–
–
(27)
–
(27)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
12
–
(12)
–
139
(2)
12
139
(14)
(10)
(95)
6
90
27
5,890
1,141
7,031
1
504
(4)
–
4
505
23
528
–
–
–
–
–
591
270
861
1
504
(4)
–
4
1,096
293
1,389
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1
(4)
4
(593)
–
–
–
(298)
1
(4)
4
(891)
–
–
–
–
–
(18)
–
(18)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(16)
15
–
(12)
–
400
–
15
400
(11)
409
2
90
15
6,379
1,537
(9)
7,916
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Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
for the years ended 31 December 2009 and 2008
REPORTING ENTITY
Casino, Guichard-Perrachon is a French société anonyme listed on compartment A of Euronext Paris. In these notes, the Company and its subsidiaries
are referred to as “the Group” or “Casino”. The company’s registered office is at 1, Esplanade de France, 42008 Saint-Étienne.
The consolidated financial statements for the year ended 31 December 2009 reflect the accounting situation of the Company, its subsidiaries and
jointly-controlled companies, as well as the Group’s interests in associates.
The 2009 consolidated financial statements of Groupe Casino were approved for publication by the Board of Directors on 3 March 2010.
NOTE 1 • SIGNIFICANT ACCOUNTING POLICIES
NOTE 1.1 • ACCOUNTING STANDARDS
Pursuant to European regulation 1606/2002 of 19 July 2002,
the consolidated financial statements have been prepared
in accordance with the standards and interpretations issued
by the International Accounting Standards Board (IASB), as
adopted by the European Union and mandatory as of the
reporting date.
These standards are available on the European Commission’s
website (http://ec.europa.eu/internal_market/accounting/
ias/index_en.htm). They include international accounting
standards (IAS) and international financial reporting standards (IFRS), as well as interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC).
The significant accounting policies set out below have been
applied consistently to all periods presented, after taking
account of or with the exception of the new standards and
interpretations set out below.
Note 1.1.1 • New standards, amendments and
interpretations applicable as of 1 January 2009
The following revised standards, new standards and new
interpretations are mandatory as of 2009:
• IAS 1 Revised – Presentation of Financial Statements;
• IFRS 8 – Operating Segments;
• IFRIC 13 – Customer Loyalty Programmes;
• IFRIC 15 – Agreements for the Construction of Real Estate;
• IFRIC 16 – Hedges of a Net Investment in a Foreign Operation;
• Amendment to IAS 23 – Borrowing Costs;
• Amendment to IFRS 2 – Vesting Conditions and Cancellations;
• Amendment to IFRS 7 – Improving Disclosures about Financial Instruments;
• Amendment to IAS 1 and IAS 32 – Puttable Instruments
and Obligations Arising on Liquidation;
• Annual improvements to IFRSs (22 May 2008) mainly on
the recognition of advertising and promotional expenditure (IAS 38 – Intangible assets).
They had no material effect on the consolidated financial
statements. The application of IFRIC 13, IAS 23 Revised and
IFRS 8 is described in more detail in note 1.3.
Since 2008, the Group has applied IFRIC 14 IAS 19 – The
Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction, IFRIC 11 IFRS 2 – Group and
Treasury Share Transactions and IFRIC 12 – Service Concession Arrangements.
Note 1.1.2 • New standards and interpretations not yet
applicable at 31 December 2009 and not early adopted
The following standards and interpretations have been
adopted by the European Union but were not applicable at
31 December 2009:
• IAS 27 Revised – Consolidated and Separate Financial
Statements, mandatory for annual periods beginning on
or after 1 July 2009;
• IFRS 3 Revised – Business Combinations, applicable to
business combinations completed in the first annual period beginning on or after 1 July 2009;
• Amendment to IAS 32 – Classification of Rights Issues,
mandatory for annual periods beginning on or after 1 February 2010;
Registration document 2009 / Casino Group
• Amendment to IAS 39 – Financial Instruments: Recognition and Measurement “Eligible Hedged Items”, mandatory for annual periods beginning on or after 1 July 2009;
• Amendment to IFRIC 9 – Reassessment of Embedded Derivatives and IAS 39 - Financial Instruments: Recognition
and Measurement, mandatory for annual periods ended
on or after 30 June 2009;
• IFRIC 17 – Distributions of Non-cash Assets to Owners,
mandatory for annual periods beginning on or after 1 July
2009;
• IFRIC 18 – Transfers of Assets from Customers, mandatory for transactions completed after 1 July 2009.
The Group has not early adopted any of these new standards or interpretations. With the possible exception of the
accounting treatment of put options on minority interests,
IAS 27 revised and IFRS 3 revised will not have any impact
on the consolidated financial statements on their date of
application but will have an impact on the Group’s future
acquisitions.
Subject to their final adoption by the European Union, the
following standards, amendments and interpretations
published by the IASB are mandatory for annual periods
beginning on or after 1 January 2010 (with the exception of a
few annual amendments or interpretations applicable after
that date). The Group is currently analysing the potential
impacts of their first-time adoption.
• Amendment to IFRS 2 – Share-based Payment: Group
Cash-settled Share-based Payment Transactions, mandatory for annual periods beginning on or after 1 January
2010;
• IFRS 9 – Financial instruments: Classification and Measurement, mandatory for annual periods beginning on or
after 1 January 2013;
• IFRIC 19 – Extinguishing Financial Liabilities with Equity
Instruments, mandatory for annual periods beginning on or
after 1 July 2010;
• Amendment to IFRIC 14 – IAS 19: The Limit on a Defined
Benefit Asset, Minimum Funding Requirements and their
Interaction, mandatory for annual periods beginning on or
after 1 January 2011;
• IAS 24 Revised – Related Party Transactions, mandatory
for annual periods beginning on or after 1 January 2011;
• Annual improvements to IFRSs (16 April 2009), most of
which are mandatory for annual periods beginning on or
after 1 January 2010.
Consolidated financial statements
The Group has not early adopted any of these new standards, amendments or interpretations, except for the improvement to IFRS 8, which eliminates the requirement to
disclose assets by operating segment.
NOTE 1.2 • BASIS OF PREPARATION
AND PRESENTATION
Note 1.2.1 • Accounting convention
The consolidated financial statements have been prepared
using the historical cost convention, with the exception of
the following:
• Land held by companies in the “centralised” scope (historical scope in France) and Monoprix, as well as the warehouse land held by Franprix-Leader Price, for which the
fair value at 1 January 2004 has been used as deemed
cost. The resulting revaluation gains have been recognised
in equity.
• Derivative financial instruments and financial assets available for sale, which are measured at fair value. The carrying amounts of assets and liabilities hedged by a fair value
hedge, which would otherwise be measured at cost, are
adjusted for changes in the fair value attributable to the
hedged risk.
The consolidated financial statements are presented in millions of euros. The figures in the tables have been rounded to
the nearest million euros and include individually rounded
data. Consequently, the totals and sub-totals may not correspond exactly to the sum of the reported amounts.
The consolidated financial statements for the year ended
31 December 2007 are incorporated by reference.
Note 1.2.2 • Use of estimates
The preparation of consolidated financial statements requires the use of estimates and assumptions that affect the
reported amount of certain assets and liabilities and income
and expenses, as well as the disclosures made in certain
notes to the consolidated financial statements. Due to the
inherent uncertainty of assumptions, actual results may
differ from the estimates. Estimates and assessments are
reviewed at regular intervals and adjusted where necessary
to take into account past experience and any relevant economic factors.
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Notes to the consolidated
financial statements
The main estimates and assumptions are based on the
information available when the financial statements are
drawn up and concern the following:
• commercial cooperation fees (see note 1.5.24);
• provisions for liabilities and other operating provisions
(see notes 1.5.19.2 and 27);
• put options granted to minority shareholders and earn-out
payments on business combinations (see notes 1.5.20 and
29.1.2);
• impairment losses on non-current assets and goodwill
(see notes 1.5.12 and 16);
• deferred taxes (see notes 1.5.31 and 8);
• fair values of investment property disclosed in the notes
(see note 15), as well as the accounting treatment of investment property acquisitions. For each transaction,
the Group analyses the existing assets and operations to
determine whether the acquisition should be treated as a
business combination or a separately acquired asset;
• fair values of derivatives, and particularly hedging instruments (see notes 1.5.14.3, 1.5.15, 22, 24, 29 and 32);
• available-for-sale financial assets (see note 19.1);
• non-current assets (or disposal groups) held for sale (see
note 10).
The main transaction requiring the Group to take an accounting position was the distribution of Mercialys shares (see
note 2.2).
Additional disclosures on the sensitivity of goodwill, provisions and put option values are provided in notes 16, 27
and 29.
When the award credit is used by the customer, the revenue
deferred at inception is recognised and the cost of the award
credit is either deducted from the cost of goods sold (in the
case of exchange vouchers) or from revenue (in the case of
money vouchers).
The Group has two types of loyalty plan covered by IFRIC 13:
• plans that award points to customers when they purchase
goods in Group stores, which may be cashed in for money
vouchers or gift vouchers;
• a money voucher plan.
The Group previously recognised a provision for the costs
incurred in granting award credits to its customers. Under
IFRIC 13, the Group now accounts for the fair value of the
award credits granted (that is, the fair value to the customer), as opposed to their cost. Consequently, the impact
of customer loyalty plans is now presented in the balance
sheet as deferred income rather than provisions and in the
income statement as a deduction from revenue or in the cost
of goods sold, as applicable, rather than in marketing costs.
Following the retrospective application of IFRIC 13, the financial information previously published has been adjusted
accordingly as presented below (in € millions):
Balance sheet at 1 January 2008:
Net increase in deferred tax assets
68
Decrease in trade payables
13
Decrease in provisions for liabilities and charges
47
Net decrease in total equity
NOTE 1.3 • IMPACT OF ACCOUNTING CHANGES
Balance sheet at 31 December 2008:
The financial information previously published has been
adjusted for the impact of IFRS 8 and IFRIC 13, as well as the
disposal of Super de Boer.
Net increase in deferred tax assets
Net increase in deferred income
Decrease in trade payables
Decrease in provisions for liabilities and charges
Note 1.3.1 • Application of IFRS 8
IFRS 8 – Operating Segments is mandatory as of 1 January
2009 and replaces IAS 14 – Segment Reporting. It requires
disclosure of financial information by reportable operating
segment as opposed to primary and secondary reporting
format (geographical and business segment).
Reportable operating segments now reflects the internal
reporting system used for management purposes.
The impacts of this standard, which is applicable retrospectively, are presented in note 4.
3
Net increase in deferred income
Net decrease in total equity
5
4
64
9
45
6
Income statement for the year to 31 December 2008:
Net decrease in revenue
-1
Net decrease in cost of goods sold
9
Net increase in gross profit
9
Net decrease in other income
Net decrease in selling expenses
Net decrease in trading profit
- 13
2
-3
Note 1.3.2 • Application of IFRIC 13
Net decrease in other operating income and expense
1
The Group has applied IFRIC 13 – Customer Loyalty Programmes as of 1 January 2009. This standard sets out the
accounting treatment for award credits granted to customers upon an initial sale transaction for use against a future
sale transaction.
Net decrease in income tax expense
1
Note 1.3.3 • Application of IAS 23 Revised
Award credits are recognised as a separately identifiable component of the initial sales transaction and their fair value at
inception is deducted from the revenue generated by the sale.
Contrary to the option available and used by the Group until
last year, borrowing costs that are directly attributable to
the acquisition, construction or production of a qualifying
Net decrease in profit from continuing operations
-1
Consolidated financial statements
Registration document 2009 / Casino Group
asset are now capitalised as part of the cost of that asset
when the commencement date for capitalisation is on or after
1 January 2009 and typically when the construction period is
more than six months.
The prospective application of IAS 23 Revised had little impact on the consolidated financial statements for the year
ended 31 December 2009; interest capitalised during the
period amounted to €3 million.
Note 1.3.4 • Disposal of Super de Boer
The Group sold Super de Boer’s assets and liabilities in 2009.
The previously published income statement has been adjusted in line with IFRS 5 “Non-current Assets Held for Sale
and Discontinued Operations”. The effect of this adjustment
is presented in note 10.
NOTE 1.4 • POSITIONS ADOPTED BY THE GROUP
FOR ACCOUNTING ISSUES NOT SPECIFICALLY DEALT
WITH IN IFRSS
In the absence of standards or interpretations applicable to
the situations described below, management has used its
judgement to define and apply the most appropriate accounting treatment. These positions concern the following issues:
• acquisitions of minority interests (see note 1.5.2);
• conditional or unconditional put and call options on minority interests (see note 1.5.20).
NOTE 1.5 • SIGNIFICANT ACCOUNTING POLICIES
Note 1.5.1 • Basis of consolidation and consolidation
methods
The consolidated financial statements include the financial
statements of all material subsidiaries, joint ventures and
associates over which the parent company exercises control, joint control or significant influence, either directly or
indirectly.
Subsidiaries
Subsidiaries are companies controlled by the Group. Control
is the power to govern the financial and operating policies
of an entity so as to obtain benefits from its activities.
Control is presumed to exist when the Group directly or indirectly holds more than half of the voting power of an entity.
The consolidated financial statements include the financial
statements of subsidiaries from the date when control is
acquired to the date at which the Group no longer exercises
control. All controlled companies are fully consolidated in
the Group’s balance sheet, whatever the percentage interest held.
Joint ventures
Joint ventures are companies in which the Group shares
control of an economic activity under a contractual agreement. Companies that are controlled jointly by the Group are
consolidated by the proportionate method.
Associates
Associates are companies in which the Group exercises
significant influence over financial and operational policies
without having control. They are accounted for by the equity
method. Goodwill related to these entities is included in the
carrying amount of the investment.
For all companies other than special purpose entities, control is determined based on the percentage of existing and
potential voting rights.
The Group may own share warrants, share call options, debt
or equity instruments that are convertible into ordinary
shares or other similar instruments that have the potential,
if exercised or converted, to give the Group voting power or
reduce another party’s voting power over the financial and
operational policies of an entity (potential voting rights).
The existence and effect of potential voting rights that are
currently exercisable or convertible are considered when
assessing whether the Group has the power to govern the
financial and operating policies of an entity. Potential voting
rights are not currently exercisable or convertible when, for
example, they cannot be exercised or converted until a future date or until the occurrence of a future event.
Control of special purpose entities is determined by reference to the Group’s share of the risks and rewards of ownership of the entity.
Special purpose entities are consolidated when, in substance:
• The relationship between the special purpose entity and
the Group indicates that the Group controls the special
purpose entity.
• The special purpose entity conducts its business activities
to meet the Group’s specific operating needs in such a way
that the Group benefits from these activities.
• The Group has decision-making powers to obtain the
majority of the benefits of the special purpose entity’s
activities or is able to obtain the majority of these benefits
through an “auto-pilot” mechanism.
• By having a right to the majority of the special purpose
entity’s benefits, the Group is exposed to the special purpose entity’s business risks.
• The Group retains the majority of residual or ownership
risks related to the special purpose entity’s property or its
assets in order to benefit from its activities.
Note 1.5.2 • Business combinations
Business combinations in which the Group obtains control
of one or more business activities are accounted for using
the purchase method. The cost of a business combination
is measured as the fair values, at the date of exchange, of
assets given, liabilities incurred or assumed, and equity
instruments issued by the acquirer, plus any costs directly
attributable to the business combination. Costs incurred before 1 January 2010 attributable to a business combination
that will take place after 31 December 2009 are recognised
in prepaid expenses.
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Notes to the consolidated
financial statements
Upon consolidation, the acquiree’s identifiable assets,
liabilities and contingent liabilities that satisfy the IFRS
recognition criteria are measured at their fair values at the
acquisition date, except for non-current assets that are
classified as held for sale, which are recognised and measured at fair value less costs to sell. This principle only applies to acquisitions of stand-alone business operations;
if the assets acquired are complements to existing assets
already managed by the Group, the transaction is treated
as a purchase of separately acquired assets.
Only identifiable liabilities that satisfy the criteria for recognition as a liability of the acquiree are recognised in a business combination. In line with this principle, a restructuring
liability is recognised only when the acquiree has an existing
liability at the acquisition date. Fair value adjustments to
assets and liabilities recognised provisionally in a business
combination (due to ongoing appraisals or additional analyses) are recognised as retrospective adjustments to goodwill
if they are determined within twelve months of the acquisition date. Beyond this time period, adjustments to the initial
accounting are recognised only to correct an error.
Minority interests are recognised based on the fair value of
the net assets acquired.
Buyouts of minority interests are not dealt with in the standards
applicable at 31 December 2009. Accordingly, the difference
between the purchase price and the carrying amount of
the additional minority interest acquired is recognised in
goodwill. Conversely, disposals of minority interests without
loss of control are accounted for as transactions with third
parties and give rise to the recognition of a gain or loss equal
to the difference between the sale proceeds and the carrying amount of the interests sold. As of 1 January 2010, in
accordance with IAS 27 Revised, the gain or loss resulting on
these transactions will be recognised directly in equity.
Note 1.5.3 • Closing date
With the exception of a few small subsidiaries and Cdiscount,
which close their accounts at March 31, Group companies all
have a 31 December year-end.
Note 1.5.4 • Consolidation of subsidiaries whose
business is dissimilar from that of the Group as a whole
The financial statements of Banque du Groupe Casino are
prepared in accordance with accounting standards applicable to financial institutions. The financial statements
of Casino Ré are prepared in accordance with accounting
standards applicable to insurance companies. In the consolidated financial statements, their assets, liabilities, income
and expenses are classified based on non-industry-specific
IASs and IFRSs, with customer loans included in “Trade receivables”, refinancing of customer loans in “Other current
liabilities” and banking revenue in “Revenue”.
Note 1.5.5 • Foreign currency translation
The consolidated financial statements are presented in euros, the Group’s functional currency. Functional currency is
the currency of the principal economic environment in which
the reporting entity operates. Each Group entity determines
its own functional currency and all their financial transactions are measured in that currency.
The financial statements of subsidiaries that use a different
functional currency from that of the Group are translated according to the closing rate method:
• Assets and liabilities, including goodwill and fair value
adjustments, are translated into euros at the closing rate,
corresponding to the spot exchange rate at the balance
sheet date.
• Income statement and cash flow items are translated into
euros using the average rate for the period unless significant variances occur.
The resulting exchange differences are recognised directly
within a separate component of equity. When a foreign operation is disposed of, the cumulative amount of the exchange
differences in equity relating to that operation is reclassified
to profit or loss.
Foreign currency transactions are translated into euros using the exchange rate at the transaction date. Monetary
assets and liabilities denominated in foreign currencies are
translated at the closing rate and the resulting exchange
differences are recognised in the income statement under
“Exchange gains and losses”. Non-monetary assets and liabilities denominated in foreign currencies are translated at
the exchange rate at the transaction date.
Exchange differences arising on the translation of a net
investment in a foreign operation are recognised within a
separate component of equity and reclassified to profit or
loss on disposal of the net investment.
Exchange differences arising on the translation of borrowings hedging a net investment denominated in a foreign currency or on permanent advances made to subsidiaries are
recognised in equity and then reclassified in profit or loss on
disposal of the net investment.
Note 1.5.6 • Goodwill and intangible assets
Under IAS 38, intangible items are recognised as intangible
assets when they meet the following criteria:
• The item is identifiable and separable.
• The Group has the capacity to control future economic benefits from the item.
• The item will generate future economic benefits.
Intangible assets acquired in a business combination are
recognised as goodwill when they do not meet these criteria.
Note 1.5.6.1 • Goodwill
At the acquisition date, goodwill is initially measured as
the excess of the cost of the business combination over the
Group’s interest in the fair value of the acquiree’s identifi-
Consolidated financial statements
Registration document 2009 / Casino Group
able assets, liabilities and contingent liabilities. Goodwill is allocated to the cash generating unit or groups of
cash-generating units that benefit from the synergies of
the combination, based on the level at which the return on
investment is monitored for internal management purposes.
Goodwill is not amortised but is tested for impairment at
each year-end, or whenever there is an indication that it
may be impaired. Impairment losses on goodwill are not
reversible. The method used by the Group to test goodwill for
impairment is described in the note entitled “Impairment of
non-current assets”. Negative goodwill is recognised directly in the income statement for the period of the business
combination, once the identification and measurement of
the acquiree’s identifiable assets, liabilities and contingent
liabilities have been verified.
Note 1.5.6.2 • Intangible assets
Intangible assets acquired separately by the Group are
measured at cost and those acquired in business combinations are measured at fair value. Intangible assets consist
mainly of purchased software, software developed for
internal use, trademarks, patents and lease premiums.
Trademarks that are created and developed internally are
not recognised on the balance sheet. Intangible assets are
amortised on a straight-line basis over their estimated useful lives. Development costs are amortised over three years
and software over three to ten years. Intangible assets with
an indefinite useful life (including lease premiums and purchased trademarks) are not amortised, but are tested for
impairment at each year-end or whenever there is an indication that their carrying amount may not be recovered.
An intangible asset is derecognised on disposal or when
no future economic benefits are expected from its use or
disposal. The gain or loss arising from the derecognition of
an intangible asset is determined as the difference between
the net sale proceeds, if any, and the carrying amount of the
asset. It is recognised in profit or loss (“Other operating income and expense”) when the asset is derecognised.
Residual values, useful lives and amortisation methods
are reviewed at each year-end and revised prospectively if
necessary.
Note 1.5.7 • Property, plant and equipment
Property, plant and equipment are measured at cost less
accumulated depreciation and any accumulated impairment losses.
Subsequent expenditures are recognised in assets if they
satisfy the recognition criteria in IAS 16. The Group examines
these criteria before making expenditure.
Land is not depreciated. All other items of property, plant
and equipment are depreciated on a straight-line basis over
their expected useful lives without taking into account any
residual value. The main useful lives are as follows:
Asset category
Depreciation
period (years)
Land
–
Buildings (shell)
40
Roof waterproofing and shell fire protection
systems
15
Land improvements
10 to 20
Building fixtures and fittings
5 to 10
Technical installations, machinery
and equipment
5 to 12
Computer equipment
3 to 5
“Roofing and shell fire protection systems” are classified as
separate items of property, plant and equipment only when
they are installed during major renovation projects. In all
other cases, they are part of the building.
An item of property, plant and equipment is derecognised on
disposal or when no future economic benefits are expected
from its use or disposal. The gain or loss arising from the
derecognition of an item of property, plant and equipment is
determined as the difference between the net sale proceeds,
if any, and the carrying amount of the asset. It is recognised
in profit or loss (“Other operating income and expense”)
when the asset is derecognised.
Residual values, useful lives and depreciation methods are
reviewed at each year-end and revised prospectively if necessary.
Note 1.5.8 • Finance leases
Leases that transfer substantially all the risks and rewards
of ownership to the lessee are classified as finance leases.
They are recognised in the consolidated balance sheet at
the inception of the lease at the fair value of the leased
asset or, if lower, the present value of the minimum lease
payments.
Leased assets are accounted for as if they had been acquired through debt. They are recognised as assets (according to their nature) with a corresponding amount recognised
in financial liabilities.
Leased assets are depreciated over their expected useful
life in the same way as other assets in the same category,
or over the lease term if shorter, unless the lease contains a
purchase option and it is reasonably certain that the option
will be exercised.
Finance lease obligations are discounted and recognised in
the balance sheet as a financial liability. Payments made
under operating leases are expensed as incurred.
Note 1.5.9 • Borrowing costs
Borrowing costs that are directly attributable to the acquisition, construction or production of an asset that necessarily
takes a substantial period of time to get ready for its intended
use or sale (typically more than six months) are capitalised
in the cost of that asset. All other borrowing costs are recog-
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Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
nised as an expense in the period in which they are incurred.
Borrowing costs are interest and other costs incurred by an
entity in connection with the borrowing of funds.
The Group capitalises borrowing costs for all qualifying assets whose construction commencement date is on or after
1 January 2009. The Group continues to expense borrowing
costs as incurred for projects whose commencement date
was before 1 January 2009.
Note 1.5.10 • Investment property
Investment property is property held to earn rentals or for
capital appreciation or both. It is recognised and measured
in accordance with IAS 40.
The shopping centres owned by the Group are classified as
investment property.
Subsequent to initial recognition, they are measured at historical cost less accumulated depreciation and any accumulated impairment losses. Their fair value is disclosed in
the notes to the consolidated financial statements. Investment property is depreciated over the same useful life and
according to the same rules as owner-occupied property.
The shopping malls owned by Mercialys are valued on an asset-by-asset basis by external appraisers in accordance with
RICS (Royal Institute of Chartered Surveyors) standards, using the open market value appraisal methods recommended
in the 3rd edition of the French Property Appraisal Charter
(Charte de l’expertise en évaluation immobilière) of June
2006 and the 2000 report of the combined workgroup set up
by the French securities regulator (COB now renamed AMF)
and the French accounting board (CNC) on property asset
valuations for listed companies. One third of Mercialys’ assets are re-appraised each year by rotation and the existing
appraisals for the other two thirds are updated. In accordance with the COB/CNC 2000 report, two methods were used
to determine the market value of each asset:
• The income capitalisation (IC) method consists of assessing the rental revenue generated by the property and
multiplying this income by the market yield on comparable
properties (selling space, configuration, competition, ownership method, rental and extension potential and comparability with recent transactions), taking into account
any difference between actual and market rents for the
property concerned. Any non-billable expenses and works
are then deducted from this amount.
• The discounted cash flows (DCF) method consists of discounting future revenues from the asset and takes into account, year after year, forecast rent adjustments, vacancy
rates and other parameters such as marketing periods and
capital expenditure to be financed by the lessor.
The discount rate used is the risk-free market rate (10-year
OAT TEC) plus a property market risk and liquidity premium,
plus a premium for obsolescence and rental risk if applicable.
Small assets are also valued by comparison to transactions
in similar assets.
Note 1.5.11 • Cost of fixed assets
The cost of fixed assets corresponds to their purchase cost
plus transaction expenses including tax.
Note 1.5.12 • Impairment of non-current assets
The procedure to be followed to ensure that the carrying
amount of assets does not exceed their recoverable amount
(recovered by use or sale) is defined in IAS 36.
Goodwill and intangible assets with an indefinite useful life
are tested for impairment at least once a year. Other assets
are tested whenever there is an indication that they may be
impaired.
Note 1.5.12.1 • Cash Generating Units (CGUs)
A cash-generating unit is the smallest identifiable group of
assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of
assets.
The Group has defined cash-generating units as follows:
• for hypermarkets, supermarkets and discount stores, each
store is treated as a separate CGU;
• for other networks, each network represents a separate
CGU.
Note 1.5.12.2 • Impairment indicators
Apart from the external sources of data monitored by the
Group (economic environment, market value of the assets,
etc.), the impairment indicators used are based on the nature of the assets:
• land and buildings: loss of rent or early termination of a
lease contract;
• fixed assets related to the business (assets of the cash generating unit): ratio of net book value of the assets related
to a store divided by sales (including VAT), higher than a defined level determined separately for each store category;
• assets allocated to administrative activities (headquarters
and warehouses): the closing of a site or the obsolescence
of equipment used at the site.
Note 1.5.12.3 • Recoverable amount
The recoverable amount of an asset is the higher of its fair
value less costs to sell and its value in use. It is generally
determined separately for each asset. When this is not possible, the recoverable amount of the group of CGUs to which
the asset belongs is used.
Fair value less costs to sell is the amount obtainable from
the sale of an asset in an arm’s length transaction between
knowledgeable, willing parties, less the costs of disposal. In
the retailing industry, fair value less costs to sell is generally determined on the basis of a sales or EBITDA multiple.
Value in use is the present value of the future cash flows
expected to be derived from continuing use of an asset and
from its ultimate disposal. It is determined internally or by
external experts on the basis of cash flow projections contained in business plans or budgets covering no more than
Registration document 2009 / Casino Group
five years. Cash flows beyond the projection period are estimated by applying a constant or decreasing growth rate. The
discount rate corresponds to long-term after-tax market
rates reflecting market estimates of the time value of money
and the specific risks associated with the asset. The terminal value is generally determined on the basis of a multiple
of final year EBITDA.
For goodwill impairment testing purposes, the recoverable
amounts of CGUs or groups of CGUs are determined annually at the year end.
Note 1.5.12.4 • Impairment
An impairment loss is recognised when the carrying amount
of an asset or the CGU to which it belongs is greater than its
recoverable amount. Impairment losses are recorded as an
expense under “Other operating income and expense”.
Impairment losses recognised in a prior period are reversed
if, and only if, there has been a change in the estimates used
to determine the asset’s recoverable amount since the last
impairment loss was recognised. However, the increased
carrying amount of an asset attributable to a reversal of an
impairment loss may not exceed the carrying amount that
would have been determined had no impairment loss been
recognised for the asset in prior years.
Impairment losses on goodwill cannot be reversed.
Note 1.5.13 • Financial assets
Note 1.5.13.1 • Definitions
Financial assets are classified into four categories according to their type and intended holding period, as follows:
• held-to-maturity investments;
• financial assets at fair value through profit or loss;
• loans and receivables;
• available-for-sale financial assets.
Financial assets are classified as current if they are due in
less than one year and non-current if they are due in more
than one year.
Note 1.5.13.2 • Recognition and measurement
of financial assets
With the exception of financial assets at fair value through
profit or loss, all financial assets are initially recognised at
cost, corresponding to the fair value of the consideration
paid plus transaction costs.
Note 1.5.13.3 • Held-to-maturity investments
Held-to-maturity investments are fixed income securities
that the Group has the positive intention and ability to hold
to maturity. They are measured at amortised cost using
the effective interest method. Amortised cost is calculated
by adding or deducting any premium or discount over the
remaining life of the securities. Gains and losses are recognised in the income statement when the assets are derecognised or there is objective evidence of impairment, and also
through the amortisation process.
Consolidated financial statements
Note 1.5.13.4 • Financial assets at fair value
through profit or loss
Financial assets at fair value through profit or loss are financial assets classified as held for trading, i.e. assets that are
acquired principally for the purpose of selling them in the
near term. They are measured at fair value and gains and
losses arising from remeasurement at fair value are recognised in the income statement. Some assets may be designated at inception as financial assets at fair value through
profit or loss.
These financial instruments mainly comprise units in eligible mutual funds classified as current assets under cash
equivalents.
Note 1.5.13.5 • Loans and receivables
Loans and receivables are financial assets issued or acquired by the Group in exchange for cash, goods or services
that are paid, delivered or rendered to a debtor. They are
measured at amortised cost using the effective interest
method. Long-term loans and receivables that are not
interest-bearing or that bear interest at a below-market rate
are discounted when the amounts involved are material. Any
impairment losses are recognised in the income statement.
Trade receivables are recognised and measured at the original invoice amount net of any accumulated impairment
losses. They are derecognised when all the related risks and
rewards are transferred to a third party.
Note 1.5.13.6 • Available-for-sale financial assets
Available-for-sale financial assets correspond to financial
assets not meeting the criteria for classification in any of
the other three categories. They are measured at fair value.
Gains and losses arising from remeasurement at fair value
are accumulated in equity until the asset is derecognised.
When they are derecognised or when a decline in the fair
value of an available-for-sale financial asset has been recognised directly in equity and there is objective evidence
that the impairment is other than temporary, the cumulative
loss that had been recognised directly in equity is removed
from equity and recognised in the income statement.
Impairment losses on equity instruments are irreversible
and any subsequent increases in fair value are recognised
directly in equity.
Impairment losses on debt instruments are reversed through
the income statement in the event of a subsequent increase
in fair value, provided that the amount reversed does not
exceed the impairment losses previously recognised in the
income statement.
This category mainly comprises investments in non-consolidated companies. Available-for-sale financial assets are
classified under non-current financial assets.
Note 1.5.13.7 • Cash and cash equivalents
In accordance with IAS 7, cash and cash equivalents consist
of cash and investments that are short-term, highly liquid,
readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value.
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Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
Note 1.5.13.8 • Derecognition
Financial assets are derecognised in the following two
cases:
• the contractual rights to the cash flows from the financial
asset expire; or,
• the contractual rights are transferred and the transfer
qualifies for derecognition,
- when substantially all the risks and rewards of ownership of the financial asset are transferred, the asset is
derecognised in full;
- when substantially all the risks and rewards of ownership are retained by the Group, the financial asset continues to be recognised in the balance sheet for its total
amount.
The Group has set up receivables discounting programmes
with its banks. The Group considers that there is no risk of
discounted receivables being cancelled by credit notes or
being set off against liabilities. The receivables discounted
under the programmes mainly concern services invoiced by
the Group under contracts with suppliers that reflect the
volume of business made with the suppliers concerned. The
other risks and rewards associated with the receivables
have been transferred to the banks. Consequently, as substantially all the risks and rewards have been transferred at
the balance sheet date, the receivables are derecognised.
Note 1.5.14 • Financial liabilities
Note 1.5.14.1 • Definitions
Financial liabilities are classified into two categories as
follows:
• borrowings recognised at amortised cost;
• financial liabilities at fair value through profit or loss.
Financial liabilities are classified as current if they are due
in less than one year and non-current if they are due in more
than one year.
Note 1.5.14.2 • Recognition and measurement
of financial liabilities
Financial liabilities are measured according to their category
under IAS 39.
Note 1.5.14.2.1 • Financial liabilities recognised
at amortised cost
Borrowings and other financial liabilities are usually recognised at amortised cost using the effective interest rate method,
except for instruments qualifying for hedge accounting.
Debt issue costs and issue and redemption premiums are
included in the cost of borrowings and financial debt. They
are added or deducted from borrowings, and are amortised
using an actuarial method.
Note 1.5.14.2.2 • Financial liabilities at fair value
through profit or loss
These are financial liabilities intended to be held on a shortterm basis for trading purposes. They are measured at fair
value and gains and losses arising from remeasurement at
fair value are recognised in the income statement.
Note 1.5.14.3 • Recognition and measurement
of derivative instruments
Cash flow hedges
All derivative instruments (swaps, collars, floors and options) are recognised in the balance sheet and measured
at fair value, with gains and losses arising from remeasurement at fair value recognised in the income statement.
In accordance with IAS 39, hedge accounting is applied to:
• fair value hedges (for example, swaps to convert fixed rate
debt to variable rate). In this case, the debt is measured at
fair value, with gains and losses arising from remeasurement at fair value recognised in the income statement on
a symmetrical basis with the loss or gain or loss on the
derivative. If the hedge is entirely effective, the loss or
gain on the hedged debt is offset by the gain or loss on the
derivative;
• cash flow hedges (for example, swaps to convert floating
rate debt to fixed rate). For these hedges, the effective portion of the change in the fair value of the derivative is recognised in equity and reclassified into the income statement
on a symmetrical basis with the hedged cash flows, and
the ineffective portion is recognised directly in the income
statement.
Hedge accounting may only be used if:
• the hedging relationship is clearly defined and documented at inception; and
• the effectiveness of the hedge can be demonstrated at inception and throughout its life.
The effective portion of changes in the fair value of derivative
financial instruments net of tax is recognised directly in equity and the ineffective portion in profit or loss for the period.
Gains or losses accumulated in equity are reclassified to
profit or loss under the same line item as the hedged item:
• i.e. trading profit for hedges of operating cash flows and
net financial income or expense for other hedges;
• in the same periods during which the hedged cash flow
affects profit or loss.
If the hedge relationship ceases, particularly because it is
no longer considered to be effective, accumulated gains or
losses on the hedging instrument are retained in equity until
the hedged transaction affects profit or loss, except where
the hedged transaction is no longer highly probable, in which
case the gains or losses accumulated in equity are reclassified to profit or loss immediately.
Derivative financial instruments that do not qualify
for hedge accounting: recognition and presentation
When a derivative financial instrument does not qualify or no
longer qualifies for hedge accounting, changes in fair value
are recognised directly in profit or loss for the period under
“Other financial income and expense”.
Note 1.5.15 • Fair value of financial instruments
The Group adopted the IFRS 7 amendment on fair value disclosures on 1 January 2009. The amendment requires entities to classify fair value measurements using a fair value
Registration document 2009 / Casino Group
hierarchy that reflects the significance of the inputs used in
making the measurements. The fair value hierarchy has the
following levels:
• quoted prices (unadjusted) in active markets for identical
assets or liabilities (Level 1);
• inputs other than quoted prices included within Level 1
that are observable either directly (i.e. as prices) or indirectly (i.e. derived from prices) (Level 2);
• inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).
The fair value of financial instruments traded in an active
market is the quoted price on the balance sheet date. A
market is considered as active if quoted prices are readily
and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency, and those
prices represent actual and regularly occurring market
transactions on an arm’s length basis. These instruments
are classified as Level 1.
The fair value of financial instruments which are not quoted
in an active market (such as over-the-counter derivatives) is
determined using valuation techniques. These techniques
use observable market data wherever possible and make
little use of the Group’s own estimates. If all the inputs required to calculate fair value are observable, the instrument
is classified as Level 2.
If one or more significant inputs are not based on observable
market data, the instrument is classified as Level 3.
Note 1.5.16 • Inventories
Inventories are measured at the lower of cost and net realisable value, determined by the first-in first-out (FIFO) method.
The cost of inventories comprises all costs of purchase,
costs of conversion and other costs incurred in bringing inventories to their present location and condition.
Accordingly, logistics costs are included in the carrying
amount and supplier discounts recognised in “Cost of goods
sold” are deducted.
The cost of inventory includes gains or losses on cash flow
hedges of future inventory purchases initially recognised in
equity.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.
Property development work in progress is recognised in inventories.
Note 1.5.17 • Non-current assets held for sale
and discontinued operations
Non-current assets classified as held for sale are measured
at the lower of their carrying amount and their fair value less
costs to sell. A non-current asset (or disposal group) is classified as held for sale if its carrying amount will be recovered
principally through a sale transaction rather than through
continuing use. For this condition to be met, the asset (or
Consolidated financial statements
disposal group) must be available for immediate sale in its
present condition and its sale must be highly probable. For
the sale to be highly probable, management must be committed to a plan to sell the asset (or disposal group), and the
sale should be expected to qualify for recognition as a completed sale within one year from the date of classification.
In the consolidated income statement for the current and
prior periods, the post-tax results of discontinued operations and any gain or loss on sale are presented as a single
amount on a separate line item below the results of continuing operations, even where the Group retains a minority
interest in the subsidiary after its sale.
Property, plant and equipment and intangible assets classified as held for sale are no longer depreciated or amortised.
Note 1.5.18 • Equity
Note 1.5.18.1 • Equity instruments and hybrid
instruments
The classification of instruments issued by the Group in equity or debt depends on each instrument’s specific characteristics. An instrument is deemed to be an equity instrument
when the following two conditions are met: (i) the instrument
does not contain a contractual obligation to deliver cash
or another financial asset to another entity, or to exchange
financial assets or financial liabilities with another entity under conditions that are potentially unfavourable to the entity;
and (ii) in the case of a contract that will or may be settled in
the entity’s own equity instruments, it is either a non-derivative that does not include a contractual obligation to deliver a
variable number of the company’s own equity instruments,
or it is a derivative that will be settled by the exchange of a
fixed amount of cash or another financial asset for a fixed
number of the entity’s own equity instruments.
Accordingly, instruments that are redeemable at the Group’s
discretion and for which the remuneration depends on the
payment of a dividend are classified in equity.
Note 1.5.18.2 • Equity transaction costs
External and qualifying internal costs directly attributable to
equity transactions or transactions involving equity instruments are recorded as a deduction from equity, net of tax.
All other transaction costs are recognised as an expense.
Note 1.5.18.3 • Treasury share
Casino, Guichard-Perrachon shares purchased by the Group
are deducted from equity at cost. The proceeds from sales
of treasury shares are credited to equity with the result that
any disposal gains or losses, net of the related tax effect,
have no impact in the income statement for the period.
Note 1.5.18.4 • Options on treasury shares
Options on treasury shares are treated as derivative instruments, equity instruments or financial liabilities depending
on their characteristics.
Options classified as derivatives are measured at fair value
through profit or loss. Options classified as equity instru-
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Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
ments are measured in equity at their initial amount and
changes in value are not recognised. The accounting treatment of financial liabilities is described in note 1.5.14.
Note 1.5.18.5 • Share-based payment
The management and certain employees of the Group receive stock options and share grants.
The fair value of the options at the grant date is recognised
in employee benefits expense over the option vesting period,
generally three years.
The fair value of options is determined using the Black &
Scholes option pricing model, based on the plan attributes,
market data (including the market price of the underlying
shares, share price volatility and the risk-free interest rate)
at the grant date and assumptions concerning the probability
of grantees remaining with the Group until the options vest.
The fair value of share grants is also determined on the basis
of the plan attributes, market data at the grant date and assumptions concerning the probability of grantees remaining
with the Group until the shares vest. If there are no vesting
conditions attached to the share grant plan, the expense
is recognised in full when the plan is set up. Otherwise the
expense is deferred over the vesting period as and when the
vesting conditions are met.
Past service cost is the increase in the obligation resulting
from the introduction of, or changes to, benefit plans. It is
recognised as an expense on a straight-line basis over the
average period until the benefits become vested, or immediately if the benefits are already vested.
Expenses related to defined benefit plans are recognised in
operating expenses (service cost) or other financial income
and expense (interest cost and expected return on plan
assets).
Curtailments, settlements and past service costs are recognised in operating expenses or other financial income and
expense depending on their nature. The liability recognised
in the balance sheet is measured as the net present value of
the obligation, less the fair value of plan assets and unrecognised past service cost.
Note 1.5.19.2 • Other provisions
Group companies provide their employees with various benefit plans depending on local laws and practice.
A provision is recorded when the Group has a present obligation (legal or constructive) as a result of a past event, the
amount of the obligation can be reliably estimated and it is
probable that an outflow of resources embodying economic
benefits will be required to settle the obligation. Provisions
are discounted when the related adjustment is material.
In accordance with the above principle, a provision is recorded for the cost of repairing equipment sold with a warranty.
The provision represents the estimated cost of repairs to be
performed during the warranty period, as estimated on the
basis of actual costs incurred in prior years. Each year, part
of the provision is reversed to offset the actual repair costs
recognised in expenses.
Under defined contribution plans, the Group pays fixed contributions into a fund and has no obligation to pay further
contributions if the fund does not hold sufficient assets to
pay all employee benefits relating to employee service in the
current and prior periods. Contributions to these plans are
expensed as incurred.
A provision for restructuring is recorded when the Group has
a constructive obligation to restructure. This is the case when
management has drawn up a detailed, formal plan and has
raised a valid expectation in those affected that it will carry
out the restructuring by announcing its main features to
them before the period-end.
Under defined benefit plans, the Group’s obligation is measured using the projected unit credit method based on the
agreements effective in each company. Under this method,
each period of service gives rise to an additional unit of
benefit entitlement and each unit is measured separately
to build up the final obligation. The final obligation is then
discounted. The actuarial assumptions used to measure the
obligation vary according to the economic conditions prevailing in the relevant country. The obligation is measured
by independent actuaries annually for the most significant
plans and for the employment termination benefit, and regularly for all other plans. Assumptions include expected rate
of future salary increases, estimated average working life of
employees, life expectancy and staff turnover rates.
Actuarial gains and losses arise from the effects of changes
in actuarial assumptions and experience adjustments (differences between results based on previous actuarial assumptions and what has actually occurred). All gains and
losses arising on defined benefit plans are recognised immediately in equity.
Other provisions concern specifically identified liabilities
and charges.
Note 1.5.19 • Provisions
Note 1.5.19.1 • Post-employment and other long-term
employee benefits
Contingent liabilities correspond to possible obligations
that arise from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or
more uncertain future events not wholly within the Group’s
control, or present obligations whose settlement is not
expected to require an outflow of resources embodying economic benefits. Contingent liabilities are not recognised in
the balance sheet, except when they arise from a business
combination, but are disclosed in the notes to the financial
statements.
Note 1.5.20 • Put options granted to minority
shareholders
The Group has granted put options to the minority shareholders of some of its fully-consolidated subsidiaries. In
accordance with IAS 32, the obligations under these puts
have been recognised as financial liabilities. Options with
Consolidated financial statements
Registration document 2009 / Casino Group
a fixed exercise price are measured and recorded at discounted present value and options with a variable exercise
price at fair value.
On initial recognition, the put does not immediately transfer the economic benefits inherent to the ownership of the
underlying securities. Accordingly, the liability is measured
at the exercise price of the securities underlying the put,
and the acquisition of the additional securities has been anticipated. However, current standards do not clearly specify
where the contra entry should be recorded, and the Group
has therefore opted to recognise the corresponding amount
in goodwill. The minority interest is reclassified as a liability and the difference between the liability and the carrying
amount of the minority interest is recognised in goodwill,
in line with the accounting treatment used by the Group for
recording purchases of minority interests.
Dividends paid to minority shareholders are reflected in an
increase in goodwill.
In the income statement, the profit attributable to minority
shareholders is recognised in minority interests. In the balance sheet, the profit attributable to minority interests is
deducted from goodwill. No financial expense is recognised
for changes in value of the liability, which are recognised in
goodwill.
On subsequent reporting dates, the periodical revision of
the assumptions underlying the change in value of puts with
a variable exercise price automatically leads to an adjustment to their fair value. The amount recognised in goodwill
is adjusted each year for changes in the value of the option
exercise price and in minority interest.
This accounting treatment, which would be applied if the options were exercised today, best reflects the substance of the
transaction. However, it may be changed if an interpretation
or new standard is issued requiring application of a different
approach. The Group is currently analysing the potential impacts of IAS 27R and IFRS 3R on this accounting treatment.
Note 1.5.23 • Total revenue
Revenue comprises net sales and other income.
Net sales include sales by the Group’s stores, self-service
restaurants and warehouses, as well as financial services,
rental services and revenue from other miscellaneous services rendered.
Other income consists of revenue related to the property development business, incidental revenues and revenues from
secondary activities, including commissions for the sale of
travel packages and franchise or sub-letting revenues.
Note 1.5.24 • Gross profit
Gross profit corresponds to the difference between net sales
and the cost of goods sold.
The cost of goods sold comprises the cost of purchases net
of discounts and commercial cooperation fees, changes in
inventory related to retail activities and logistics costs.
Commercial cooperation fees are measured based on contracts signed with suppliers. They are billed in instalments
over the year. At each year-end, an accrual is booked for the
amount receivable or payable, corresponding to the difference between the value of the services actually rendered
to the supplier and the sum of the instalments billed during
the year.
Changes in inventory, which may be positive or negative,
are determined after taking into account any impairment
losses.
Logistics costs correspond to the cost of logistics operations
managed or outsourced by the Group, comprising all warehousing, handling and freight costs incurred after goods are
first received at one of the Group’s stores or warehouses.
Transport costs included in suppliers’ invoices (e.g. for goods
purchased on a “delivery duty paid” or “DDP” basis) are included in purchase costs, Outsourced transport costs are
recognised under logistics costs.
Note 1.5.21 • General definition of fair value
Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing
parties in an arm’s length transaction.
Note 1.5.22 • Classification of assets and liabilities
as current and non-current
Assets that are expected to be realised in, or are intended
for sale or consumption in, the Group’s normal operating cycle or within twelve months after the balance sheet date are
classified as current assets, together with assets that are
held primarily for the purpose of being traded and cash and
cash equivalents. All other assets are classified as “noncurrent”. Liabilities that are expected to be settled in the
entity’s normal operating cycle or within twelve months after
the balance sheet date are classified as current. The Group’s
normal operating cycle is twelve months.
All deferred tax assets and liabilities are classified as noncurrent assets or liabilities.
Note 1.5.25 • Selling expense
Selling expenses consist of point-of-sale costs, as well as
the cost of property development work and changes in work
in progress.
Note 1.5.26 • General and administrative expenses
General and administrative expenses correspond to overheads and the cost of corporate units, including the purchasing and procurement, sales and marketing, IT and finance
functions.
Note 1.5.27 • Pre-opening and post-closure costs
When they do not meet the criteria for capitalisation, costs
incurred prior to the opening or after the closure of a store
are recognised in operating expense when incurred.
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Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
Note 1.5.28 • Other operating income and expense
Other operating income and expense correspond to the effects of major events occurring during the period that would
distort analyses of the Group’s recurring profitability. They
are defined as significant items of income and expense that
are limited in number, unusual or abnormal, whose occurrence is rare.
Note 1.5.29 • Finance costs, net
Finance costs, net correspond to all income and expenses
generated by net debt during the period, including gains and
losses on sales of cash equivalents, interest rate and currency hedging gains and losses, as well as interest charges
on finance leases.
Net debt corresponds to borrowings and financial liabilities
less cash and cash equivalents, as increased or reduced by
the net impact of fair value hedges of debt with a positive or
negative fair value.
Note 1.5.30 • Other financial income and expense
This item corresponds to financial income and expense that
is not generated by net debt.
It consists mainly of dividends from non-consolidated companies, gains and losses arising from remeasurement at fair
value of financial assets other than cash and cash equivalents and of derivatives not qualifying for hedge accounting, gains and losses on disposal of financial assets other
than cash and cash equivalents, discounting adjustments
(including to provisions for pensions and other post-employment benefit obligations) and exchange gains and losses on
items other than components of net debt.
Cash discounts are recognised in financial income for the
portion corresponding to the normal market interest rate
and as a deduction from cost of goods sold for the balance.
Note 1.5.31 • Income tax expense
Income tax expense corresponds to the sum of the current
taxes due by the various Group companies and changes in
deferred taxes.
Qualifying French subsidiaries are generally members of a
tax group and file a consolidated tax return.
Current tax expenses reported in the income statement correspond to the tax expenses of the parent companies of the tax
groups and companies that are not members of a tax group.
Deferred tax assets correspond to future tax benefits arising from deductible temporary differences, tax loss carryforwards and certain consolidation adjustments that are
expected to be recoverable.
Deferred tax liabilities are recognised in full for:
• taxable temporary differences, except where the deferred
tax liability results from recognition of a non-deductible
impairment loss on goodwill or from initial recognition of
an asset or liability in a transaction which is not a business
combination and, at the time of the transaction, affects neither accounting profit nor taxable profit or the tax loss; and
• taxable temporary differences related to investments in
subsidiaries, associates and joint ventures, except when
the Group controls the timing of the reversal of the difference and it is probable that it will not reverse in the foreseeable future.
Deferred taxes are recognised according to the balance sheet
method and, in accordance with IAS 12, are not discounted.
They are calculated by the liability method, which consists of
adjusting deferred taxes recognised in prior periods for the
effect of any enacted changes in the income tax rate.
The 2010 finance act, passed on 30 December 2009, abolished the French business tax (taxe professionnelle) as of
2010 and replaced it with two new levies:
• the Cotisation Foncière des Entreprises (CFE), which is
based on the property rental values currently used to calculate the taxe professionnelle;
• the Cotisation sur la Valeur Ajoutée des Entreprises (CVAE),
which is based on the value added reported in the parent
company financial statements.
The Group has reviewed the accounting treatment of this
French tax in light of IFRS requirements, taking account of
the latest available information on the accounting treatment
of income tax and other taxes, and particularly the information provided by IFRIC and the French accounting standards
setter (CNC).
The Group believes that in substance the taxe professionnelle has been replaced by two new levies which are different in nature:
• the CFE, which is based on property rental values and may
be capped at a percentage of value added, is very similar to
the taxe professionnelle and will therefore be recognised
as an operating expense in the same way in 2010;
• the CVAE, which, according to the Group’s analysis, meets
the definition of a tax on income as defined in IAS 12, since
value added, which is the basis for determining the amount
due under French tax rules, is an intermediate level of
income.
In accordance with the provisions of IAS 12, the classification of the CVAE as a tax on income led to the recognition at
31 December 2009 of a deferred tax liability for temporary
differences existing at that date. As the finance act was
passed in 2009, a corresponding charge was recognised in
the 2009 income statement under income tax for the period.
In addition, as of 2010, the total current and deferred CVAE
charge will also be included in income tax.
The principal basis used to calculate the deferred tax charge
at 31 December 2009 was the carrying amount of depreciable fixed assets. As of 2010, in accordance with IAS 12, no
deferred tax liability will be recognised upon the initial recognition of fixed assets purchased in a transaction which is
not a business combination.
Note 1.5.32 • Earnings per share
Basic earnings per share are calculated based on the
weighted average number of shares outstanding during the
Consolidated financial statements
Registration document 2009 / Casino Group
period, excluding shares issued in payment of dividends and
treasury shares. Diluted earnings per share are calculated
by the treasury stock method, as follows:
• numerator: earnings for the period are adjusted for interest on convertible bonds and dividends on deeply subordinated perpetual bonds;
• denominator: the number of shares is adjusted to include
potential shares corresponding to dilutive instruments
(equity warrants, stock options and share grants), less the
number of shares that could be bought back at market
price with the proceeds from the exercise of the dilutive
instruments. The market price used for the calculation corresponds to the average share price for the year.
Equity instruments that will or may be settled in Casino,
Guichard-Perrachon shares are included in the calculation
only when their settlement would have a dilutive impact on
earnings per share.
Note 1.5.33 • Segment information
Since 1 January 2009, the Group has applied IFRS 8 – Operating Segments, which replaces IAS 14. The application of
IFRS 8 had no material impact on the financial statements
compared with IAS 14.
Segment information now reflects a management view and
is based on the internal reporting used by the chief operating decision maker (Chairman and Chief Executive Officer) to
make decisions about allocating resources and evaluating
performance.
Segment information is prepared in accordance with the accounting principles applied by the Group.
The Group’s reportable operating segments are:
• Géant Casino France Hypermarkets;
• Convenience Stores, comprising Casino Supermarkets,
Monoprix and Superettes;
• Franprix-Leader Price;
• Latin America;
• Asia.
There are also some residual activities which are grouped
together under “Other Businesses”, mainly comprising Foodservice, Cdiscount, Banque du Groupe Casino and Mercialys
in France, and the Indian Ocean region in International.
Management evaluates the performance of its operating
segments on the basis of trading profit.
NOTE 2 • SIGNIFICANT EVENTS OF THE YEAR
NOTE 2.1 • CHANGES IN THE SCOPE OF CONSOLIDATION
The main changes in the scope of consolidation during 2009 were as follows:
NEWLY-CONSOLIDATED AND DECONSOLIDATED COMPANIES
Company
Business
Country
Operation
Consolidation method
Globex Utilidades (1)
Retail
Brazil
Acquisition
PC
DCF scope (Dilux and Chalin) (2)
Supermarket
business owners
France
Acquisition
FC
Franprix-Leader Price sub-group (3)
Retail
France
Acquisition
FC
Les Halles des Bords de Loire (4)
Property development
France
Acquisition
FC
Caserne de Bonne (5)
Property development
France
Acquisition
FC
Easy Holland BV
Holding company
Netherlands
Disposal
–
(1) During the second half of 2009, GPA acquired 95.46% of Globex Utilidades and its Ponto Frio banner, a retailer of household electricals and consumer electronics (see note 3).
(2) The Group acquired Dilux and Chalin (owners of supermarket businesses) for €26 million generating €28 million in goodwill.
(3) The Group acquired various companies (mainly Chariglione, Barat and Guenant) for a total of €68 million generating €31 million in goodwill.
(4) The Group acquired Les Halles des Bords de Loire for €13 million, which did not generate any goodwill.
(5) The Group acquired Caserne de Bonne for €47 million, which did not generate any goodwill.
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Notes to the consolidated
financial statements
CHANGES IN PERCENTAGE INTEREST WITH NO CHANGE OF CONSOLIDATION METHOD
Company
Business
Country
Change in percentage interest
Consolidation method
Mercialys (1)
Real estate
France
Decrease (8.29%)
FC
Exito (2)
Retail
Colombia
Decrease (5.64%)
FC
GPA
Retail
Brazil
Decrease (1.05%)
PC
Carulla Vivero (3)
Retail
Colombia
Increase (22.82%)
FC
Barcelona (4)
Retail
Brazil
Increase (40%)
PC
(1)
(2)
(3)
(4)
Following the transactions described in note 2.2, and particularly the dividend paid to Casino shareholders in Mercialys shares.
Following the new share issue made by Exito (see note 2.2).
Exercise of the Carulla put (see note 2.2).
GPA now owns 100% of Barcelona (Assai banner) following the exercise of its put option in the second half of 2009.
A list of main consolidated companies is provided in note 39.
NOTE 2.2 • OTHER SIGNIFICANT EVENTS
Further property assets transferred to Mercialys under
the Alcudia value enhancement programme
On 5 March 2009, Casino announced the transfer of a €334
million portfolio of property assets comprising Casino development projects and hypermarket retail and storage space
to its subsidiary Mercialys under the Alcudia programme.
The transaction was described in a document filed by Mercialys with the AMF on 17 April 2009 and forms part of the
strategy pursued by the Group since 2005 to capture the
value of and monetise its property assets. Mercialys issued
14.2 million new shares in exchange for the assets, raising
Casino’s interest in its capital from 59.7% to 66.1%. As this
was an intragroup transaction, the impact was eliminated in
the consolidated financial statements.
Payment of a dividend in Mercialys shares
to Casino shareholders
At the annual general meeting of 19 May 2009, the shareholders of Casino, Guichard-Perrachon approved a mixed
cash and stock dividend of €2.57 per share in cash for the
preferred non-voting shares and €2.53 per share for the ordinary shares, plus one Mercialys share for every Casino eight
shares held for all ordinary and preferred non-voting shares
eligible for a dividend. Distribution of the stock dividend had
the effect of reducing the Group’s interest in Mercialys to
around 50.4% of the capital and voting rights. This transaction, together with the conversion of preferred non-voting
shares into ordinary shares referred to below, was described
in a securities note filed with the AMF on 21 April 2009.
The distribution to shareholders of shares in a subsidiary
that does not involve loss of control is not specifically dealt
with in current accounting standards. IFRIC 17 – Distributions of Non-cash Assets to Owners was published in
November 2009, although its scope does not cover transac-
tions in a subsidiary’s shares leading to the recognition of
minority interests. However, it does specify that this type of
transaction should be accounted for in accordance with the
provisions of IAS 27 Revised (1), applicable by the Group as
of 1 January 2010.
The Group considers that the distribution of Mercialys shares
should be treated as a reduction in its percentage interest in
a subsidiary without loss of control. In accordance with the
accounting principles described in note 1.5.2 “Business
Combinations”, such a transaction gives rise to the recognition of a gain or loss equal to the difference between the proceeds of sale and the carrying amount of the interest sold.
The Group has treated this transaction in the same way as it
has always treated partial sales without loss of control and
the distribution therefore led to the recognition of a disposal
gain of €139 million (including €2 million in costs), recorded
in the income statement under “Other operating income”.
The gain before expenses corresponds to the difference
between the sale price of the Mercialys shares based on the
closing price immediately preceding the Casino ex-dividend
date (i.e. €22) and the carrying amount of the interests sold
on the sale date.
Improved stock market profile by converting
preferred stock into ordinary stock
On 4 March 2009, Casino’s Board of Directors unanimously
approved the proposed conversion of the company’s preferred non-voting shares into ordinary shares on the basis
of 6 ordinary shares for 7 preferred shares. The purpose was
to simplify the Company’s capital structure and enhance its
stock market profile by increasing the number of ordinary
shares included in the free float.
The movements in share capital arising from this transaction are described in note 25.1.
(1) IAS 27 Revised – Consolidated and Separate Financial Statements, applicable to annual periods starting on or after 1 July 2009 and which will
be adopted by the Group for the first time in 2010, states that a change in percentage ownership of a company without loss of control should be
accounted for as a transaction in equity with no impact on the income statement.
Consolidated financial statements
Registration document 2009 / Casino Group
Bond issues
During the year, Casino made three bond issues totalling
€1,500 million due in 2012, 2013 and 2015. It also redeemed
bonds totalling €781 million (see note 29.1.1).
Exito rights issue and renegotiation of the Carulla
put option
Casino subsidiary Exito made a COP 435 billion (€150 million) rights issue, placing 30 million shares at a price of COP
14,500 per share. Casino invested €29 million in the issue,
acquiring 5.8 million shares.
Exito also renegotiated the put option on 22.5% of the capital
of Carulla Vivero granted to its minority partners in this subsidiary. In accordance with the revised terms, Exito acquired
the residual interest for the sum of $222 million (€154 million),
financed half in cash and half in stock, through the issuance
of 14.3 million new shares to the minority shareholders. The
new Exito shares were issued to the minority shareholders in
mid-December 2009 after approval of the private placement
by the Colombian securities regulator. The issue price may
be adjusted according to trends in Exito’s share price for a
period of thirty months as of 15 March 2010. Following this
buyout, Exito owned 99.9% of Carulla Vivero.
while GPA will continue to hold a majority ownership in the
company. GPA and Casas Bahia are also contributing their
respective online operations to a new company, which will
be 83%-owned by GPA and 17% by Casas Bahia. This new
entity will be the second largest online retailer in Brazil.
The partnership will generate substantial synergies and will
be able to provide Brazilian consumers with a broader variety
of products, a better service quality and easier access to
credit.
With 68,000 employees, the combination of Ponto Frio and
Casas Bahia will generate sales (2008 base) of BRL 18.5 billion (€7.1 billion) through 1,015 stores in 18 Brazilian states.
GPA will thus have 1,807 stores with sales of approximately
BRL 40 billion (€15.4 billion) and will become the largest private employer in Brazil, with more than 137,000 employees.
The operation is subject to approval from the Brazilian competition authorities.
The partnership had no accounting impact on the 2009 consolidated financial statements as the agreements are not
due to be finalised until the first half of 2010.
Sale of Super de Boer assets and liabilities to Jumbo
After the two transactions, Exito had 333 million outstanding shares and was 54.8%-owned by Casino (versus 61.2%
previously). These transactions resulted in an €8 million dilution gain recognised under “other operating income”.
Super de Boer, a 57% Casino subsidiary, sold all its assets
and liabilities to Jumbo for the sum of €553 million (or €4.82
per share). This transaction generated a post-tax capital gain
of €56 million for Casino including the expenses incurred
directly by Super de Boer.
Issue of preferred shares to Casino in consideration for
the tax saving arising on GPA’s goodwill amortisation
Following the sale of its assets and liabilities, Super de Boer
is being liquidated and the sale proceeds were distributed to
its shareholders before 31 December 2009.
On 4 May 2009, the Group increased its interest in GPA from
34.8% to 35.4%, following shareholder approval of GPA’s issue to Casino of 2.2 million new preferred shares at a price
of BRL 32.32 per share, making a total of BRL 71 million (€24
million).
This transaction generated a gain of €17 million recognised
under “other operating income”.
Acquisition of Globex Utilidades
Super de Boer has been reclassified under discontinued operations in the consolidated income statement (see note 10).
Baud litigation
On 12 November, Casino acquired the Baud family’s remaining stakes in Franprix (5%) and Leader Price (25%) for a total
of €429 million. The Group now holds 100% of both companies’ capital.
In July 2009, GPA acquired a controlling interest in Globex
Utilidades S.A. and its Ponto Frio banner, a retailer of durable consumer goods (see note 3).
The price was calculated by an independent expert based on
the pricing formula agreed between the parties in 1998, and is
thus close to the €413 million already recognised in financial
liabilities in the Group’s balance sheet at 31 December 2008.
Partnership agreement between Globex Utilidades
and Casas Bahia
Venezuelan operations
In December 2009, GPA’s subsidiary Globex Utilidades S.A.
(“Ponto Frio”) entered into a partnership with the retail business of Casas Bahia Comercial Ltda (“Casas Bahia”), Brazil’s
leading non-food retailer.
Casas Bahia operates 513 stores, employs 57,000 people
and generated sales of BRL 13.8 billion (€5.3 billion) in 2008,
mainly in household electricals, furnishings and consumer
electronics.
The current shareholders of Casas Bahia will contribute their
retail business to Ponto Frio in exchange for a 49% interest,
The Group operates in Venezuela through its subsidiary
Cativen, a leading retailer with six hypermarkets under the
Exito banner and 35 supermarkets under the Cada banner.
Cativen also has three warehouses, five logistics platforms
and a shopping centre under construction.
Nationalisation of Venezuelan operations
On 17 January 2010, President Hugo Chavez ordered the
nationalisation of Exito hypermarkets in Venezuela. Under
IAS 10 “Events after the Balance Sheet Date”, this is an event
which is indicative of conditions that arose after the balance
sheet date (non-adjusting event).
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Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
The Group is currently in discussions with the Venezuelan
government to find a solution in the interests of both parties.
Casino believes that the nationalisation of its main business
activities in Venezuela would have a limited impact on earnings, cash flow and financial position.
Exchange rate used for translating the Venezuelan
operations
In 2003, the Venezuelan government introduced a comprehensive foreign exchange control regime which restricted
access to foreign currency by local importers and foreign
investors. Since 1 April 2005, agreement from the Foreign
Exchange Administration Commission (CADIVI) has been
required to settle US dollar denominated liabilities arising
inter alia from imports of goods, dividend payments or disposals. In October 2005, the Venezuelan government introduced a dual exchange rate mechanism, with an official rate
of 2.15 Bolivar Fuertes (VEF) against the dollar and a parallel
rate which is variable and may differ significantly from the
official rate. The official rate did not change in 2009.
Since the introduction of the official rate, the Group’s Venezuelan subsidiary has had access to CADIVI dollars for
imports of certain goods. These purchases are therefore
translated at the official rate. In addition, in accordance with
the terms of access to the official market, the Group would
when applicable use the official rate to repatriate all or some
of its investment in Venezuela, for example through a dividend distribution.
On this basis, in accordance with IAS 21 “The Effects of Changes in Foreign Exchange Rates”, the Group deemed it appropriate to continue using the official rate to translate its
Venezuelan operations in 2009.
On 8 January 2010, President Hugo Chavez announced a
devaluation of the Venezuelan currency and the introduction
of two official exchanges rates against the dollar, one at VEF
2.60 for imports of food, pharmaceuticals and other basic
goods (previously VEF 2.15 since 2005), the other at VEF 4.30
for all other transactions.
This devaluation constitutes a non-adjusting event after
the balance sheet. In accordance with the accounting policy
set out in note 1.5.5, the financial statements of Venezuelan
entities have been translated at the official exchange rate
prevailing on 31 December 2009. Use of the new rate of VEF
4.30 in the 2009 consolidated financial statements would
have decreased net revenue by about 1.5% and would not
have had a material impact on trading profit.
Basis of accounting for the Venezuelan operations
Based on the CPI/NCPI index, Venezuela became a hyperinflationary economy at the end of 2009. However, given the
non-material impact on the Group’s key consolidated indicators (sales, trading profit, equity and net debt), the Group
decided not to apply IAS 29 “Reporting in Hyperinflationary
Economies” in 2009.
NOTE 3 • BUSINESS COMBINATIONS
Following approval at its shareholders’ meeting held on 6 July 2009, GPA acquired 70.24% of Globex Utilidades and its Ponto
Frio banner, a retailer of household electricals and consumer electronics. GPA also acquired an additional 25.22% interest in
Globex from the minority shareholders, increasing its total interest to 95.46%.
The total cost of the business combination was BRL 1,142 million (€420 million), including a cash payment of BRL 939 million
(€345 million) and GPA’s issue of Class B preferred shares valued at BRL 186 million (€68 million) based on their quoted price
on the date of exchange, as well as net costs directly attributable to the business combination amounting to BRL 17 million
(€6 million).
The Class B preferred stock does not carry voting rights and is entitled to a fixed dividend of BRL 0.01 per share. The preferred stock
will automatically be converted into Class A preferred stock on a 1 for 1 basis in accordance with the following pre-set schedule:
• 32% on 6 July 2009;
• 28% on 7 January 2010;
• 20% on 7 July 2010;
• 20% on 7 January 2011.
Upon conversion, GPA will pay any negative difference between the contingent value right of BRL 40 per share adjusted for
changes in the CDI and the weighted average Class A preferred share price in the 15 trading days prior to conversion. In accordance with IFRS 3, the payment of any negative difference will result in an adjustment to the value of GPA’s share issue
and an additional dilution in the Group’s consolidated financial statements.
The controlling interest in Ponto Frio was accounted for using the purchase method. Globex is fully consolidated in GPA’s
consolidated financial statements on the basis of 95.46%, with the remaining 4.54% being treated as minority interests. In
February 2010, GPA acquired a further 3.3% of Globex Utilidades, increasing its total interest to 98.32%.
Based on Globex Utilidades’ net assets at 30 June 2009 as summarised below, GPA has recognised BRL 705 million (€259
million) of provisional goodwill in its consolidated financial statements. These data have been consolidated by the Group in
an amount corresponding to its percentage interest in GPA. The goodwill arising on Globex Utilidades therefore amounts to
€88 million for the Group.
Consolidated financial statements
Registration document 2009 / Casino Group
€ millions
31/12/09
30/06/09
Total current assets
663
532
Total non-current assets
307
220
Total assets
970
752
31/12/09
30/06/09
Total current liabilities
595
479
Total non-current liabilities
119
107
Total equity
256
166
Total liabilities and equity
970
752
The fair values of Ponto Frio’s identifiable assets, liabilities and contingent liabilities at the date when control was acquired
are currently being determined.
The impact on the Group’s cash position was as follows:
€ millions
Net cash and cash equivalents acquired with the company at 30 June 2009
10
Payments made for the acquisition of Globex Utilidades
118
Net cash outflow (reported on the line “Effects of changes in scope of consolidation”
in the consolidated cash flow statement)
108
NOTE 4 • SEGMENT INFORMATION
NOTE 4.1 • DEFINITION OF OPERATING SEGMENTS
Since 1 January 2009, the Group has applied IFRS 8 – Operating Segments, which replaces IAS 14. The application of IFRS 8
had no material impact on the financial statements compared with IAS 14.
Segment information now reflects a management view and is based on the internal reporting used by the chief operating decision maker (Chairman and Chief Executive Officer) to make decisions about allocating resources and evaluating performance.
Segment information is prepared in accordance with the accounting principles applied by the Group.
The Group’s reportable operating segments are:
• Géant Casino France Hypermarkets;
• Convenience Stores, comprising Casino Supermarkets, Monoprix and Superettes;
• Franprix-Leader Price;
• Latin America;
• Asia.
Management evaluates the performance of these segments on the basis of sales and trading profit. As assets and liabilities
are not communicated to management, the Group no longer discloses total assets and liabilities by segment, as permitted
by IFRS 8.
NOTE 4.2 • KEY INDICATORS BY OPERATING SEGMENT
2009
€ millions
France
Géant
Casino
France
Hypermarkets
Convenience
stores
International
FranprixLeader
Price
Other
Businesses,
France
Latin
America
Asia
Total
Other
Businesses,
International
Adjustments
and eliminations
Sales
5,548
6,690
4,007
1,454
6,563
1,686
844
(34)
26,757
External sales
Inter-segment sales
5,548
–
6,690
–
4,007
–
1,420
34
6,563
–
1,686
–
844
–
–
(34)
26,757
–
115
330
243
115
248
92
66
–
1,209
Trading profit
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Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
2008 ADJUSTED
€ millions
France
Géant
Casino
France
Hypermarkets
Convenience
stores
International
FranprixLeader
Price
Other
Businesses,
France
Latin
America
Asia
Total
Other
Businesses,
International
Adjustments
and eliminations
Sales
6,121
6,842
4,260
1,360
6,084
1,583
852
(25)
27,076
External sales
Inter-segment sales
6,121
–
6,842
–
4,260
–
1,335
25
6,084
–
1,583
–
852
–
–
(25)
27,076
–
195
352
273
85
254
81
28
Trading profit
1,266
NOTE 5 • TRADING PROFIT
NOTE 5.1 • TOTAL REVENUE
€ millions
2009
2008 adjusted
Net retail sales
26,757
27,076
314
125
27,071
27,201
Other income
Total revenue
The €189 million increase in other income compared with 31 December 2008 was mainly due to disposal of two property
development sites in Poland for €179 million.
NOTE 5.2 • COST OF GOODS SOLD
€ millions
2009
2008 adjusted
Purchases and change in inventories
(18,770)
(19,033)
(1,067)
(1,017)
(19,836)
(20,050)
Logistics costs
Cost of goods sold
NOTE 5.3 • EXPENSES BY NATURE AND FUNCTION
31 DECEMBER 2009
€ millions
Logistics
Selling
General and
costs (i)
expenses
administrative
expenses
Total
Employee benefits expense
(339)
(2,227)
(570)
(3,136)
Other expenses
(690)
(2,244)
(384)
(3,318)
(37)
(513)
(89)
(639)
(1,067)
(4,983)
(1,043)
(7,093)
Depreciation and amortisation expense
Total
(i) Logistics costs are reported in the income statement under “Cost of goods sold”.
Consolidated financial statements
Registration document 2009 / Casino Group
31 DECEMBER 2008
€ millions
Logistics
Selling
General and
costs (i)
expenses
administrative
expenses
Total
Employee benefits expense
(325)
(2,261)
(548)
(3,133)
Other expenses
(657)
(2,096)
(373)
(3,125)
(36)
(530)
(77)
(643)
(1,017)
(4,887)
(997)
(6,901)
Depreciation and amortisation expense
Total
(i) Logistics costs are reported in the income statement under “Cost of goods sold”.
Note 5.3.1 • Employees
EMPLOYEES AT 31 DECEMBER
number of employees
2009
2008 adjusted
Number of employees
163,208
164,068
Full-time equivalents
152,377
151,233
Employees of associates are not included in these figures. Employees of joint ventures are included proportionally to the
Group’s percentage interest.
Note 5.3.2 • Operating lease expense
Operating lease payments amounted to €489 million at 31 December 2009 (including €428 million for property assets) and
€419 million at 31 December 2008 (adjusted).
The amount of future operating lease payments and minimum future lease payments receivable under non-cancellable
sub-leases are disclosed in note 34.3.2.
NOTE 5.4 • DEPRECIATION AND AMORTISATION
€ millions
2009
2008 adjusted
Depreciation and amortisation expense - owned assets
(600)
(601)
(39)
(42)
(639)
(643)
Depreciation expense - finance leases
Depreciation and amortisation expense
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Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
NOTE 6 • OTHER OPERATING INCOME AND EXPENSE
€ millions
2009
2008 adjusted
Total other operating income
260
65
Total other operating expense
(296)
(145)
(37)
(81)
BREAKDOWN BY TYPE
Gains and losses on disposal of non-current assets
146
57
Gain on disposal of Mercialys shares
139
22
Gain on disposal of Vindémia assets
22
–
Gain on property development operations
14
31
Loss on disposal of Easy Colombia (Easy Holland BV)
(28)
–
(182)
(137)
Impairment losses (iii)
(15)
(15)
Restructuring provisions and expense (ii)
(68)
(27)
Litigation provisions and expense
(27)
(19)
Provisions for risks
(70)
(36)
Provision for the risk related to the Exito TRS (i)
10
(27)
Other (iv)
(12)
(13)
Total other operating income and expense, net
(37)
(81)
Other operating income and expense
(i) Provisions for liabilities include a provision for probable losses on the total return swap (see note 27.2).
(ii) The restructuring charge in 2009 mainly concerns the convenience stores and Franprix-Leader Price.
(iii) Breakdown of impairment losses
€ millions
Notes
Goodwill impairment losses
Impairment of intangible assets net of reversals
Impairment of property, plant and equipment net of reversals
Other impairment losses
16.2
13.2
14.2
Total impairment losses, net
2009
2008 adjusted
–
(2)
(4)
(9)
(4)
2
(6)
(6)
(15)
(15)
(iv) Corresponds mainly to the non-recurring effects of a tax amnesty in Brazil (€(75) million) and compensation received on termination of an exclusivity
agreement negotiated by GPA (€69 million) .
NOTE 7 • FINANCIAL INCOME AND EXPENSE
NOTE 7.1 • FINANCE COSTS, NET
€ millions
Gains and losses on sale of cash equivalents
2009
2008 adjusted
4
12
Revenue from cash and cash equivalents
22
39
Total income from cash and cash equivalents
27
51
Interest expense on borrowings after hedging
(362)
(414)
(8)
(7)
Finance costs
(370)
(422)
Total finance costs, net
(343)
(371)
Interest expense on finance lease liabilities
Consolidated financial statements
Registration document 2009 / Casino Group
NOTE 7.2 • OTHER FINANCIAL INCOME AND EXPENSE
€ millions
Investment income
Exchange gains (other than on borrowings)
2009
2008 adjusted
1
2
27
26
2
10
Gains from remeasurement at fair value of derivative instruments
not qualifying for hedge accounting
11
12
Other financial income
51
43
Total other financial income
91
93
Exchange losses (other than on borrowings)
(20)
(32)
Discounting and discounting reversal adjustments
(18)
(16)
Losses from remeasurement at fair value of derivative instruments
not qualifying for hedge accounting
(3)
(38)
Losses from remeasurement at fair value of financial assets at fair value
through profit or loss
(1)
–
Discounting and discounting reversal adjustments
Other financial expense
(51)
(23)
Total other financial expense
(93)
(110)
(2)
(16)
Total other financial income and expense, net
NOTE 8 • INCOME TAX (EXPENSE)/BENEFIT
NOTE 8.1 • INCOME TAX EXPENSE
Note 8.1.1 • Analysis of income tax expense
€ millions
2009
2008 adjusted
Current taxes
(193)
(158)
(8)
(59)
(201)
(217)
2009
2008 adjusted
Deferred taxes
Total income tax expense
Note 8.1.2 • Tax proof
€ millions
Profit before tax and share of profits of associates
Standard French tax rate
Income tax at the standard French tax rate
828
798
34.43%
34.43%
(285)
(275)
Impact of tax rate differences (i)
43
22
Theoretical impact of zero-rated temporary differences (see note 8.1.3)
Other taxes
Tax credit on deduction of notional interest charges
Investment tax credit for France and International
Recognition and write-off of losses
Reversal of provision for taxes
Other (ii)
36
5
6
7
(6)
4
(6)
(14)
49
9
27
7
9
(3)
(201)
(217)
Actual income tax expense
Effective tax rate paid by the Group
24.26%
26.69%
(i) Mainly reduced rates on disposals of property assets.
(ii) In 2009, this item mainly comprises the recognition of a €19 million deferred tax charge arising from the reform of the French taxe professionnelle
(see note 1.5.30).
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Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
Note 8.1.3 • Main zero-rated temporary differences
€ millions
2009
2008 adjusted
Unrecognised deferred tax assets on tax losses available for carry forward
(33)
(28)
Non-deductible expenses
(15)
(37)
46
38
(15)
(11)
Mercialys tax-exempt profit
Stock options
GPA (tax amnesty)
44
–
Brazil, Colombia and Venezuela dilution
18
–
Non-taxable disposals
58
–
Other
3
(2)
Total
106
(40)
Standard French tax rate
34.43%
34.43%
36
Tax effect of zero-rated temporary differences at standard French tax rate
(14)
NOTE 8.2 • DEFERRED TAXES
Note 8.2.1 • Change in deferred tax assets
€ millions
2009
2008 adjusted
At 1 January
110
173
Benefit (expense) for the period on continuing operations
(62)
(110)
Benefit (expense) for the period on discontinued operations
(3)
–
Impact of changes in exchange rates and scope of consolidation, reclassifications
61
42
Deferred tax assets recognised directly in equity
3
6
Reclassification of non-current assets held for sale
3
–
112
110
2009
2008
At 1 January
391
412
Expense (benefit) for the period
At 31 December
Note 8.2.2 • Change in deferred tax liabilities
€ millions
(54)
(51)
Impact of changes in exchange rates and scope of consolidation, reclassifications
(2)
30
Deferred tax liabilities recognised directly in equity
–
–
335
391
At 31 December
Consolidated financial statements
Registration document 2009 / Casino Group
Note 8.2.3 • Breakdown of deferred tax assets and liabilities by source
€ millions
Net
2009
2008 adjusted
Intangible assets
(108)
(97)
Property, plant and equipment
of which finance leases
(330)
(101)
(391)
(126)
Inventories
(12)
10
Financial instruments
11
23
Other assets
54
Provisions
Untaxed provisions
Other liabilities
of which finance lease liabilities
Tax loss carryforwards
Net deferred tax assets (liabilities)
Deferred tax assets recognised in the balance sheet
Deferred tax liabilities recognised in the balance sheet
Net
82
83
(139)
(105)
81
50
96
45
138
100
(223)
(281)
112
335
110
391
(223)
(281)
In 2009, the Casino, Guichard-Perrachon group tax relief agreement resulted in a tax saving of €119 million.
At 31 December 2009, the Group had €66 million of unused unrecognised tax loss carryforwards (€23 million of unrecognised
deferred tax assets). These losses mainly concern Argentinean subsidiaries and Cdiscount.
They expire as follows:
EXPIRY DATES OF TAX LOSS CARRYFORWARDS
€ millions
2009
Less than 1 year
1
One to two years
1
Two to three years
1
More than three years
20
Total
23
Recognised tax loss carryforwards mainly concern Cdiscount, and the GPA and Franprix-Leader Price sub-groups. The
corresponding deferred tax assets have been recognised in the balance sheet as their utilisation is considered probable in
view of the forecast future taxable profits of the companies concerned or their tax planning strategies.
NOTE 9 • SHARE OF PROFITS OF ASSOCIATES
€ millions
AEW Immocommercial
2009
2008 adjusted
2
3
Easy Colombia
(1)
(1)
Cdiscount Group associates
(3)
(1)
GPA Group associates
3
–
Franprix and Leader Price associates
5
12
Share of profits of associates
6
14
I 97
98
I
Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
NOTE 10 • DISCONTINUED OPERATIONS AND NON-CURRENT ASSETS HELD FOR SALE
Non-current assets held for sale:
€ millions
2009
2008 adjusted
Super de Boer property assets
–
7
Distribution Casino France property assets
4
–
Franprix-Leader Price property assets
10
27
Leader Price Argentina
12
–
26
34
17
–
Non-current assets held for sale
(i)
Liabilities associated with non-current assets held for sale
(i) Including €1 million of cash at 31 December 2009.
The income statements for the US, Polish and Super de Boer operations, presented under a single line of the consolidated
income statement under discontinued operations, break down as follows:
DISCONTINUED OPERATIONS
€ millions
2009
Sales
Gross profit
Trading profit
2008
Poland
USA
Total
1,570
–
–
1,570
143
–
–
20
(1)
–
Super
de Boer
Poland
USA
Total
1,627
–
–
1,627
143
184
–
–
184
19
15
(1)
–
14
Super
de Boer
Other operating income and expense
217
(4)
(1)
211
7
(11)
(4)
(8)
Operating profit
237
(5)
(1)
231
22
(12)
(4)
6
(8)
Net financial income/(expense)
(5)
1
–
(3)
(8)
–
–
Income tax expense
(3)
2
–
(1)
4
2
1
7
Share of profits of associates
1
–
–
1
(1)
–
–
(1)
230
(2)
(1)
228
17
(10)
(3)
4
51
(2)
(1)
48
9
(10)
(3)
(4)
179
–
–
179
8
–
–
8
Total
Net profit from discontinued operations
attributable to equity holders of the parent
attributable to minority interests
CASH FLOWS OF DISCONTINUED OPERATIONS
€ millions
2009
2008
Super
de Boer
Poland
USA
Super
de Boer
Net cash from operating activities
20
(10)
(1)
9
49
Net cash from investing activities
292
–
–
292
(31)
Net cash from financing activities
(307)
–
–
(307)
(18)
(10)
(1)
(6)
–
Net change in cash and cash equivalents of discontinued operations
5
In 2009, cash flows arising from the discontinued Polish and US operations are related to the seller’s warranties granted.
Consolidated financial statements
Registration document 2009 / Casino Group
NOTE 11 • EARNINGS PER SHARE
NOTE 11.1 • NUMBER OF SHARES
CALCULATION OF THE WEIGHTED AVERAGE NUMBER OF SHARES AND POTENTIAL SHARES USED
TO DETERMINE DILUTED EARNINGS PER SHARE
€ millions
2009
2008 adjusted (i)
Weighted average number of shares outstanding during the period
Total ordinary shares
Ordinary shares held in treasury
110,329,142
(169,598)
109,642,588
(616,661)
110,159,544
109,025,927
Weighted average number of ordinary shares before dilution
(1)
Potential shares represented by
Stock options
Non-dilutive instruments (out of the money or covered by calls)
1,424,673
(1,424,673)
1,889,116
(1,297,880)
Weighted average number of dilutive instruments
–
591,235
Theoretical number of shares purchased at market price (ii)
–
(512,444)
–
78,791
Share grants
323,089
151,507
Total potential dilutive shares
323,089
230,298
Dilutive effect of stock options
Diluted number of ordinary shares
(2)
110,482,633
109,256,225
Total diluted number of shares
(3)
110,482,633
109,256,225
(i) To ensure comparability from one period to the next, earnings per share at 31 December 2008 have been adjusted retrospectively for (i) the disposal
of Super de Boer (see note 10); (ii) the accounting change arising from the adoption of IFRIC 13 (see note 1.3.2) and (iii) the conversion of preferred
non-voting shares into ordinary shares (see note 2.2). The 2008 figures are therefore presented as if all these events had already taken place. At
31 December 2009, the share capital comprised only ordinary shares.
(ii) In accordance with the treasury stock method, the proceeds from the exercise of warrants and options are assumed to be used in the first instance
to buy back shares at market price. The theoretical number of shares that would be purchased is deducted from the total shares that would be
issued on exercise of the rights attached to the warrants and options. Any theoretical shares in excess of the number of shares resulting from the
exercise of rights are not taken into account.
NOTE 11.2 • BASIC EARNINGS
€ millions
2009
2008 adjusted
Profit attributable to equity holders of the parent
591
495
Dividends payable on deeply subordinated perpetual bonds
(18)
(27)
573
468
573
468
€ millions
2009
2008 adjusted
Profit attributable to equity holders of the parent
591
495
Dividends payable on deeply subordinated perpetual bonds
(18)
(27)
573
468
573
468
Profit attributable to holders of ordinary shares
(4)
Basic earnings attributable to ordinary shares (4) x (1)
NOTE 11.3 • DILUTED EARNINGS
Profit attributable to holders of ordinary shares
Diluted earnings attributable to ordinary shares (5) x (2) / (3)
(5)
I 99
100
I
Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
NOTE 11.4 • NET PROFIT FROM DISCONTINUED OPERATIONS
€ millions
2009
2008 adjusted
48
(4)
Basic earnings attributable to ordinary shares (6) x (1)
48
(4)
Diluted earnings attributable to ordinary shares (6) x (2) / (3)
48
(4)
Net profit from discontinued operations
(6)
NOTE 11.5 • NET PROFIT FROM CONTINUING OPERATIONS
€ millions
2009
2008 adjusted
Basic earnings attributable to ordinary shares [(4) – (6)] x (1)
524
472
Diluted earnings attributable to ordinary shares [(5) – (6)] x (2) / (3)
524
472
2009
2008 adjusted
4.76
4.75
4.33
4.32
5.20
5.18
4.30
4.29
Net profit from continuing operations
NOTE 11.6 • EARNINGS PER SHARE
€ millions
From continuing operations attributable to equity holders of the parent
• basic earnings per share
• diluted earnings per share
From continuing and discontinued operations attributable
to equity holders of the parent
• basic earnings per share
• diluted earnings per share
Consolidated financial statements
Registration document 2009 / Casino Group
NOTE 12 • GOODWILL
NOTE 12.1 • BREAKDOWN
€ millions
2009
Gross
Impairment (ii)
2008
Net
Net
Historical companies (i)
Hypermarkets
Supermarkets
Convenience stores
Franprix-Leader Price
Monoprix
Other
France
1,307
614
492
201
1,857
906
334
4,404
(10)
–
–
(10)
–
–
–
(10)
1,297
614
492
190
1,857
906
334
4,394
1,264
615
445
204
1,807
906
297
4,274
Latin America
Argentina
Brazil
Colombia
Uruguay
Venezuela
1,850
34
1,281
403
103
29
–
–
–
–
–
–
1,850
34
1,281
403
103
29
1,495
38
961
382
84
30
72
68
3
–
–
–
72
68
3
71
68
4
178
–
176
1
1
–
–
–
–
–
178
–
176
1
1
350
169
178
1
1
International
2,100
–
2,100
1,916
Goodwill
6,504
(10)
6,494
6,190
Asia
Thailand
Vietnam
Other
Netherlands
Indian Ocean
Poland
Other
(i) Goodwill related to the historical companies corresponds mainly to the Distribution Casino France business and the goodwill recognised in 1990 and
1992 on the acquisition of La Ruche Méridionale and the businesses contributed by Rallye.
(ii) The €10 million impairment loss for the year was due to restructuring of the convenience store segment and did not arise from the annual impairment
tests described in note 16. It is recognised in restructuring provisions and expense (see note 6).
NOTE 12.2 • MOVEMENT FOR THE PERIOD
€ millions
2009
2008
Carrying amount at 1 January
6,190
6,177
Goodwill recognised during the period (i)
237
489
Impairment losses recognised during the period (ii)
(10)
(5)
(251)
(13)
320
(274)
Derecognised companies (iii)
Translation adjustment (iv)
Adjustments arising from recognition of minority shareholder put options
7
(57)
Reclassifications and other movements
–
(126)
6,494
6,190
Carrying amount at 31 December
(i) The change in 2009 was mainly due to GPA’s acquisition of Globex (€86 million), the acquisition of Dilux and Chalin supermarket business owners
(€28 million), acquisitions made by the Franprix-Leader Price sub-group (€45 million), the consolidation of Viver, Alco and Casteldoc (€19 million),
and the impact of transactions with Mercialys (see note 2).
(ii) See note 16.2.
(iii) Disposals mainly concern the assets and liabilities of Super de Boer for €169 million (see note 2.2) and dilutions of the Group’s percentage interest in
Exito and GPA for, respectively, €35 million and €25 million.
(iv) The translation adjustment in 2009 stems mainly from the appreciation of the Brazilian, Colombian and Uruguayan currencies against the euro.
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Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
NOTE 13 • INTANGIBLE ASSETS
NOTE 13.1 • BREAKDOWN
€ millions
2009
Gross
Concessions, trademarks, licences and banners
300
Amortisation
and impairment (i)
(42)
2008
Net
Gross
258
352
Amortisation
and impairment (i)
Net
(19)
333
113
Lease premiums
130
(1)
129
115
(1)
Software
349
(207)
142
310
(187)
123
Other
107
(33)
75
148
(36)
112
Intangible assets
886
(283)
602
925
(244)
681
(i) Impairment losses totalled €2 million at end-2009 and end-2008.
NOTE 13.2 • MOVEMENTS FOR THE PERIOD
€ millions
Concessions,
Lease
trademarks,
licences
and banners
premiums
125
Other
Total
53
532
At 1 January 2008
249
Change in scope of consolidation
102
(5)
6
–
103
4
16
6
69
95
16
Increases and separately acquired intangible assets
104
Software
Internally-generated intangible assets
–
–
16
–
Intangible assets disposed of during the period
(1)
(1)
–
(2)
(4)
Amortisation for the period (continuing operations)
(7)
–
(45)
(4)
(56)
Impairment losses recognised during the period
(continuing operations)
–
–
–
2
2
(15)
–
(1)
(4)
(19)
–
–
16
(2)
14
333
114
123
112
681
Translation adjustment
Reclassifications and other movements
At 31 December 2008
Change in scope of consolidation
–
–
7
(5)
3
Increases and separately acquired intangible assets
2
19
13
49
83
Internally-generated intangible assets
Intangible assets disposed of during the period
Amortisation for the period (continuing operations)
Impairment losses recognised during the period
(continuing operations)
–
–
9
–
(101)
(2)
(7)
2
(108)
9
(14)
–
(53)
(3)
(70)
–
–
–
(1)
(2)
Translation adjustment
17
–
1
–
18
Reclassifications and other movements
22
(2)
49
(80)
(12)
258
129
142
75
602
At 31 December 2009
Consolidated financial statements
Registration document 2009 / Casino Group
At 31 December 2009, intangible assets included trademarks and lease premiums with an indefinite useful life for the
amount of €243 million and €129 million respectively. They are allocated to the following groups of CGU:
€ millions
2009
2008
Exito
243
218
–
101
Distribution Casino France
72
69
Franprix-Leader Price
36
26
Monoprix
16
15
5
5
Super de Boer
Other
NOTE 14 • PROPERTY, PLANT AND EQUIPMENT
NOTE 14.1 • BREAKDOWN
€ millions
Gross
2009
2008
Depreciation
and impairment (i)
Depreciation
and impairment (i)
Net
Gross
Net
Land and land improvements
1,429
(54)
1,375
1,401
(52)
1,349
Buildings, fixtures and fittings
3,390
(1,133)
2,258
3,550
(1,175)
2,376
Other
5,125
(3,021)
2,104
4,872
(2,685)
2,187
Property, plant and equipment
9,944
(4,208)
5,737
9,824
(3,911)
5,912
(i) Accumulated impairment losses totalled €67 million in 2009 and €66 million in 2008.
NOTE 14.2 • MOVEMENTS FOR THE PERIOD
€ millions
Land
Buildings,
and land
improvements
fixtures
and fittings
1,342
2,334
Change in scope of consolidation
23
119
(8)
134
Increases and separately acquired property, plant & equipment
50
227
790
1,067
Property, plant & equipment disposed of during the period
At 1 January 2008
Other
Total
2,050
5,726
(36)
(105)
(23)
(165)
Depreciation for the period (continuing operations)
(6)
(150)
(429)
(585)
Impairment losses recognised during the period (continuing operations)
–
(5)
(1)
(6)
Translation adjustment
(55)
(139)
(53)
(247)
Reclassifications and other movements
31
93
(138)
(13)
2,187
At 31 December 2008
5,912
1,349
2,376
Change in scope of consolidation (i)
32
12
22
66
Increases and separately acquired property, plant & equipment
19
98
440
557
Property, plant & equipment disposed of during the period (i)
(76)
(270)
(28)
(375)
Depreciation for the period (continuing operations)
(6)
(145)
(410)
(562)
Impairment losses recognised during the period (continuing operations) (ii)
–
(5)
(22)
(27)
46
133
50
229
Translation adjustment
Reclassifications and other movements
At 31 December 2009
10
60
(134)
1,375
2,258
2,104
(63)
5,737
(i) Disposals of buildings, fixtures and fittings in 2009 stem mainly from the sale of Super de Boer assets for €132 million and sales of store assets for
€101 million (principally to the two new property mutual funds).
(ii) The impairment loss of €27 million arises from the results of impairment tests for €4 million (see note 6) and the restructuring of convenience stores
and Franprix-Leader Price for €23 million.
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Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
Property, plant and equipment were tested for impairment at 31 December 2009 using the method described in note 1.5
“Significant Accounting Policies”. The impact is presented in note 16.
NOTE 14.3 • FINANCE LEASES
Finance leases on owner-occupied property and investment property break down as follows:
€ millions
2009
Gross
Land
2008
Depreciation
Net
Gross
Depreciation
Net
44
(2)
42
80
(2)
78
Buildings
226
(102)
124
282
(118)
164
Equipment and other
707
(583)
125
700
(549)
151
Investment property
82
(6)
76
82
(6)
76
1,059
(693)
366
1,144
(675)
469
Total
NOTE 14.4 • CAPITALISATION OF BORROWING COSTS
The prospective application of IAS 23 Revised had little impact on the consolidated financial statements for the year ended
31 December 2009; interest capitalised during the period amounted to €3 million at an average interest rate of 7.43%.
NOTE 15 • INVESTMENT PROPERTY
NOTE 15.1 • MOVEMENTS FOR THE PERIOD
€ millions
Gross
Depreciation
Impairment
Net
losses
recognised in
the period
At 1 January 2008
1,277
(198)
(39)
1,040
Change in scope of consolidation
72
(6)
–
66
Increases and separately acquired investment property
53
(27)
–
27
Investment property disposed of during the period
(4)
1
–
(3)
Impairment losses recognised during the period, net
–
–
–
–
Translation adjustment
(27)
5
5
(17)
Reclassifications and other movements
14
(5)
–
9
1,385
(229)
At 31 December 2008
(34)
1,121
Change in scope of consolidation (i)
82
–
–
Increases and separately acquired investment property
46
(32)
–
14
Investment property disposed of during the period
(22)
5
–
(17)
–
81
Impairment losses recognised during the period, net
–
–
–
Translation adjustment
1
–
–
1
32
3
–
35
Reclassifications and other movements
At 31 December 2009
1,524
(254)
(34)
1,235
(i) See note 2.1 for the main acquisitions.
Investment property is measured at cost less accumulated depreciation and any accumulated impairment losses. The fair
value of investment property at 31 December 2009 totalled €2,994 million (€2,867 million at 31 December 2008). For most
investment properties, fair value is determined on the basis of valuations carried out by external appraisers. Valuations are
based on open market value, as confirmed by market indicators, in accordance with international valuation standards.
The carrying amount of investment property totalled 1,235 million at 31 December 2009, including about 76% or €942 million
for Mercialys.
Consolidated financial statements
Registration document 2009 / Casino Group
Summary of rental revenue and operating costs related to investment property recognised in the income statement:
€ millions
2009
2008
Rental revenue from investment property
221
194
Directly attributable operating costs of investment properties that did not
generate any rental revenue during the period
Directly attributable operating costs of investment properties that generated
rental revenue during the period
(8)
(8)
(16)
(11)
The information provided below on the determination of fair value concerns Mercialys.
NOTE 15.2 • FAIR VALUES OF INVESTMENT PROPERTY RELATING TO MERCIALYS
BNP Paribas Real Estate, Catella Valuation and Galtier updated their appraisals of Mercialys’ property portfolio at 30 June
2009. On a comparable basis, all properties were appraised.
Acquisitions made during the first half of 2009 were valued as follows at 30 June 2009:
• The ten assets contributed by Groupe Casino were valued at the appraisal values assigned by The Retail Consulting Group
Expertise at the time of the contribution.
• The co-ownership lot acquired at Villenave d’Ornon was valued at its purchase price pending the appraisal reports and the
co-ownership lot acquired at Montélimar was valued as part of an overall appraisal of the site. The aggregate value for both
assets amounted to €2.8 million.
At 31 December 2009, Atis Real, Catella and Galtier updated their previous appraisals:
• Atis Real appraised the portfolio of 101 hypermarkets, making onsite visits to 46 properties in the second half of 2009 and
updating its appraisals at 30 June 2009 for the other 55.
• Catella appraised the portfolio of 19 supermarkets, updating its appraisals at 30 June 2009 (onsite visits were made to all
19 properties in the first half of 2009).
• Galtier appraised the rest of Mercialys’ assets, comprising 47 properties, updating its appraisals at 30 June 2009 except for
six properties which were valued following an onsite visit.
The properties acquired during 2009 were valued as follows at 31 December 2009:
• The ten assets contributed by Group Casino were valued as follows:
- Three assets at Besançon and Arles forming part of block one of the contribution: Atis Real valued the assets as part of its
overall appraisal of the two sites in question.
- Block two assets (seven development projects): the open market values determined by The Retail Consulting Group (RCG)
at the time of the contribution were updated internally at 31 December 2009 and validated by Atis Real.
• The co-ownership lots acquired at Villenave d’Ornon and Montélimar were valued by Atis Real as part of its overall appraisal
of the sites.
• The Geispolsheim mall owned by SCI GM Geispolsheim (50% of which has been acquired by SAS Mery 2) was valued on the
basis of the purchase price paid by the Group for the shares in the company.
These appraisals, based on recurring rental revenue of €137 million, valued the portfolio at a total of €2,237 million including
transfer taxes at 31 December 2009, compared with €2,185 million at 30 June 2009 and €2,061 million at 31 December 2008.
The portfolio value has therefore increased by 8.6% over one year (down 1% on a like-for-like basis), and by 2.4% over six
months (up 2.2% on a like-for-like basis).
The average capitalisation rates were as follows:
31 Dec. 2009
June 30 2009
31 Dec. 2008
Large shopping centres
5.70%
5.80%
5.40%
Neighbourhood shopping centres
6.70%
6.80%
6.30%
Total portfolio
6.10%
6.20%
5.80%
Based on annual rental revenue of €137 million and a capitalisation rate of 6.1%, a 0.5% decrease in the capitalisation rate
would have the effect of increasing fair value by €199 million and a 0.5% increase in the capitalisation rate would have the
effect of decreasing fair value by €169 million.
The impact of a 10% rise or fall in rental revenue would have an impact of plus or minus €224 million at a capitalisation rate
of 6.1%.
On the basis of these appraisals, no impairment losses were recognised in the 2009 financial statements (or in the 2008 and
2007 financial statements).
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Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
NOTE 16 • IMPAIRMENT OF NON-CURRENT ASSETS
NOTE 16.1 • MOVEMENTS FOR THE PERIOD
Goodwill and other non-financial non-current assets were tested for impairment at 31 December 2009 by the method
described in note 1.5 – “Significant Accounting Policies”.
Management made the best possible estimate of recoverable amounts or values in use for all assets. The assumptions used
are set out below.
As a result of the impairment tests carried out in 2009, the Group recognised impairment losses totalling €15 million, mainly
including €6 million allocated to intangible assets and property, plant and equipment in the Franprix-Leader Price and
Monoprix segments.
For information, the 2008 goodwill impairment test resulted in the recognition of €5 million of impairment losses at 31 December 2008, including €3 million for the Casino Restoration CGU and the balance for goodwill allocated directly to an asset.
NOTE 16.2 • GOODWILL IMPAIRMENT LOSSES
Goodwill is tested for impairment at each year end in accordance with the principles set out in note 1.5 “Significant Accounting
Policies”.
Impairment testing consists of determining the recoverable values of the cash generating units (CGUs) or groups of CGU to
which the goodwill is allocated and comparing them with the carrying amounts of the relevant assets. Goodwill arising on
the initial acquisition of networks is allocated to the groups of CGU in accordance with the classifications set out in note 12.
Some goodwill may occasionally be allocated directly to CGUs.
For internal valuations, impairment testing generally consists of determining the value in use of each CGU in accordance
with the principles set out in note 1.5.12. Value in use is determined by the discounted cash flows method, based on after-tax
cash flows and using the following rates.
Parameters used for internal calculations of 2009 values in use
Region
Growth rate (i)
Terminal value
x EBITDA (ii)
After-tax
discount rate (iii)
France (retailing)
0.60% to 2.60%
9.00
6.40%
France (other) (iv)
0.00% to 1.60%
8.00
6.40% to 9.25%
Argentina
16.00%
9.50
20.10%
Colombia
9.20%
9.50
9.80%
Uruguay
7.50%
9.50
12.90%
33.40%
Venezuela
30.80%
9.50
Asia
2.50%
9.00
5.80%
Indian Ocean
3.20%
9.00
6.40% to 13.10%
(i) The growth rate for the cash flow projection period includes the expected increase in the consumer price index, which is very high in some countries.
(ii) Except for e-commerce activities, terminal value is calculated using the EBITDA multiple achieved in comparable transactions.
(iii) The discount rate used is the weighted average capital cost (WACC) for each country. WACC is calculated by taking account of the sector’s indebted
beta, the historical observed market risk premium and the Group’s cost of debt.
(iv) For the e-commerce business, terminal value is based on a 2.9% perpetual rate of growth in annual sales.
Based on the 2009 goodwill impairment test, which was completed in January 2010, no impairment losses were recognised
at 31 December 2009.
In view of the positive difference between value in use and carrying amount, the Group believes that on the basis of reasonably foreseeable events, any changes in the key assumptions set out above would not lead to the recognition of an impairment
loss. For example, a 100-basis point increase in the discount rate or a 1-point decrease in the EBITDA multiple would not
have led to the recognition of an impairment loss.
An external valuation was carried out for GPA during December 2009 and January 2010, which did not lead to the recognition of any impairment at 31 December 2009.
The main assumptions underlying this valuation were: GPA’s value in use was estimated on the basis of discounted future
cash flows supported by a multi-criteria analysis based on share prices and comparable transaction multiples. The discounted cash flows method was considered to be fundamental for GPA. It was based on three-year projected cash flows approved
Consolidated financial statements
Registration document 2009 / Casino Group
by management, plus a further two years of estimated cash flows and a terminal value. The discount rate used was 9.2%.
The key assumptions include a revenue growth rate, discount rate and EBITDA multiple (10.4x) used to calculate the terminal
value. At 31 December 2009, a 1,000 basis-point increase in the discount rate or a 4.6-point decrease in the EBITDA multiple
would have been required to reduce value in use to the carrying amount.
NOTE 17 • INVESTMENTS IN ASSOCIATES
NOTE 17.1 • MOVEMENTS IN INVESTMENTS IN ASSOCIATES
€ millions
MOVEMENTS IN 2008
GPA Group associates
Opening
Impair-
Net profit
balance
ment
for the
period
Dividends
Changes in
Closing
scope of
consolidation and
translation
adjustments
balance
12
–
–
–
(2)
178
–
–
–
(178)
–
Franprix and Leader Price associates
59
–
12
(12)
16
75
Easy Holland BV
10
–
–
–
(8)
2
AEW Immocommercial
18
–
3
(2)
6
25
Super de Boer
10
Cdiscount associates
–
–
(1)
–
3
2
Easy Colombia
–
–
(1)
–
9
9
277
–
13
(14)
(153)
122
MOVEMENTS IN 2009
GPA Group associates
10
–
3
–
14
26
Franprix and Leader Price associates
75
–
5
(5)
12
87
2
–
–
–
(2)
–
25
–
2
(4)
–
23
41
Total
Easy Holland BV
AEW Immocommercial
Property mutual funds (OPCI) – store premises
–
–
–
–
41
Cdiscount Group associates
2
–
(3)
–
2
–
Easy Colombia
9
–
(1)
–
(9)
–
122
–
6
(9)
57
177
Total
Movements during the year were mainly due to the new property mutual funds (OPCI) Vivéris and Shopping Property Fund 1
for, respectively, €15 million and €26 million.
Casino has sold various store premises to several property mutual funds (see note 6), in some cases retaining a residual
interest in their share capital.
The Group has analysed various factors to determine whether or not it has significant influence over these entities, including
the terms of existing agreements (operating leases with no specific advantages for the Group), the purpose of the OPCIs,
which is to manage and acquire commercial property assets (not necessarily from Casino), the weighting of the various
tenants and the governance method. Based on its analysis, the Group has accounted for AEW Immocommercial, Vivéris
and Shopping Property Fund 1 by the equity method at 31 December 2009.
These associates are privately-held companies for which no quoted market prices are available on which to estimate their
fair value.
Transactions with associates are disclosed in note 36.1.
NOTE 17.2 • GROUP SHARE OF CONTINGENT LIABILITIES OF ASSOCIATES
At 31 December 2009 and 2008, there were no contingent liabilities in associates.
I 107
108
I
Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
NOTE 18 • JOINT VENTURES
Monoprix, Distridyn, Régie Média Trade, dunnhumby France and Geimex are jointly controlled (on a 50/50 basis) by the Group
and are consolidated by the proportionate method.
Banque du Groupe Casino, Grupo Disco de Uruguay, Wilkes and the GPA group are also consolidated by the proportionate
method because in all cases the agreement between Groupe Casino and its partners provides for the exercise of joint control
over the business.
Monoprix
On 22 December 2008, Casino and Galeries Lafayette signed an amendment to their March 2003 strategic agreement which
suspends the exercise of their respective put and call options on Monoprix shares for three years.
As a result, Casino’s call on 10% of Monoprix’s outstanding shares and Galeries Lafayette’s put on 50% of Monoprix’s capital
will be exercisable only as of 1 January 2012. The other terms of exercise remain unchanged as do all the other terms of the
March 2003 strategic agreement.
Accordingly, Monoprix is proportionately consolidated and the value of the options is disclosed under off-balance sheet
commitments in the notes to the financial statements for the year ended 31 December 2009.
NOTE 18.1 • FINANCIAL HIGHLIGHTS FOR THE MAIN JOINT VENTURES,
RESTATED IN ACCORDANCE WITH IFRS
€ millions Group share
2009
Total
Percentage interest
2008
o/w GPA (i)
o/w
Monoprix
33.67%
50.00%
Total
o/w GPA
o/w
Monoprix
34.72%
50.00%
6,206
3,006
1,840
5,889
2,358
1,841
(6,034)
(2,927)
(1,768)
(5,737)
(2,310)
(1,749)
Total non-current assets
2,964
1,442
1,108
2,440
1,010
1,115
Total current assets
2,238
1,208
295
1,799
668
326
Total assets
5,203
2,649
1,403
4,240
1,678
1,441
Total equity
2,227
1,157
582
1,736
780
579
635
514
113
548
436
103
Total current liabilities
2,340
979
708
1,956
463
759
Total liabilities
5,203
2,649
1,403
4,240
1,678
1,441
Income
Expenses
Total non-current liabilities
(i) See note 2.1.
NOTE 18.2 • GROUP SHARE OF CONTINGENT LIABILITIES
At 31 December 2009, the only contingent liabilities in joint ventures were tax and social security related risks at GPA for
€348 million (Group share) including €17 million for Globex Utilidades.
Consolidated financial statements
Registration document 2009 / Casino Group
NOTE 19 • NON-CURRENT FINANCIAL ASSETS
€ millions
2009
2008
Available-for-sale financial assets (AFS)
79
170
Loans
99
54
–
1
122
124
Receivables from non-consolidated companies
115
120
Other financial assets
336
299
Non-current financial assets
415
469
€ millions
2009
2008
At 1 January
170
188
Increase
4
39
Decrease
(22)
5
Non-current derivatives
Prepaid rents
NOTE 19.1 • AVAILABLE-FOR-SALE FINANCIAL ASSETS (AFS)
MOVEMENTS IN AVAILABLE-FOR-SALE FINANCIAL ASSETS (AFS)
5
(6)
(79)
(56)
Other
–
(1)
At 31 December
79
170
Gains and losses from remeasurement at fair value
Changes in scope of consolidation and translation adjustment (i)
(i) Changes in scope of consolidation and translation adjustment mainly comprise the first-time consolidation of companies.
Available-for-sale financial assets held by the Group amounted to €79 million at 31 December 2009 and comprise only
unlisted equities.
NOTE 19.2 • PREPAID RENTS
Prepaid rents reflect the right to use land in some countries for an average period of 30 years, with the cost recognised over
the period of use.
NOTE 20 • INVENTORIES
€ millions
2009
2008
Goods
2,387
2,446
Property development (work in progress)
Gross
241
280
2,628
2,726
Impairment of goods held in inventory
(35)
(41)
Impairment of property development (work in progress)
(18)
(1)
Total impairment
(53)
(42)
Inventories
2,575
2,684
I 109
110
I
Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
NOTE 21 • TRADE RECEIVABLES
NOTE 21.1 • BREAKDOWN
€ millions
2009
2008
Trade receivables
923
Accumulated impairment losses
(78)
(67)
Finance receivables
751
757
Accumulated impairment losses
(86)
(62)
Trade receivables
964
1,509
1,592
NOTE 21.2 • ACCUMULATED IMPAIRMENT LOSSES ON TRADE RECEIVABLES
€ millions
2009
2008
Accumulated impairment losses on trade receivables
At 1 January
(67)
(67)
Charge
(22)
(26)
Reversal
16
26
Change in scope of consolidation
(4)
(2)
Translation differences
(1)
1
(78)
(67)
At 1 January
(62)
(48)
Charge
(55)
(36)
Reversal
31
22
Change in scope of consolidation
(1)
–
Translation differences
–
–
(86)
(62)
At 31 December
Accumulated impairment losses on finance receivables
At 31 December
The criteria for recognising impairment losses are set out in note 30.2 on counterparty risk.
NOTE 21.3 • MATURITY OF TRADE RECEIVABLES
Trade receivables break down as follows by maturity:
TRADE RECEIVABLES
€ millions
Receivables
Receivables past due on the balance sheet date
Impaired
not yet due,
not impaired
Total
TOTAL
receivables
Receivables
not more than one
month past due
Receivables
between one
and six months
past due
Receivables more
than six months
past due
Total
Total
2009
740
45
22
17
84
98
923
2008
705
114
58
1
173
86
964
Consolidated financial statements
Registration document 2009 / Casino Group
FINANCE RECEIVABLES
€ millions
Not yet due (i)
Past due, not impaired (ii)
Restructured
Accumulated
not yet due (iii)
impairment losses (iv)
TOTAL
2009
530
–
81
140
751
2008
577
–
64
115
757
(i) Receivables with no payment incidents.
(ii) Receivables past due but not impaired.
(iii) Receivables for which payments have been rescheduled.
(iv) Receivables with at least one payment outstanding for more than one month and for which an impairment loss has been taken.
NOTE 22 • OTHER ASSETS
NOTE 22.1 • BREAKDOWN
€ millions
2009
2008
Other receivables
1,018
1,026
Advances to non-consolidated companies
Accumulated impairment losses
86
99
(33)
(28)
–
4
128
108
1,201
1,208
Derivatives not qualifying for hedge accounting
Prepaid expenses
Other assets
Other receivables primarily include tax receivables, prepaid employee benefit expenses and receivables from suppliers.
Prepaid expenses mainly include purchases, rents, other occupancy costs and insurance premiums recognised in the current
year, but related to future periods.
NOTE 22.2 • ACCUMULATED IMPAIRMENT LOSSES
€ millions
2009
2008
At 1 January
(28)
(25)
Charge
(11)
(8)
Reversal
12
4
Change in scope of consolidation
(6)
1
Translation differences
–
–
Non-current assets held for sale
–
–
(33)
(28)
At 31 December
I 111
112
I
Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
NOTE 23 • NET CASH AND FINANCIAL DEBT
NOTE 23.1 • BREAKDOWN
€ millions
2009
2008
Cash equivalents
1,617
1,103
Cash
1,099
845
Cash and cash equivalents
2,716
1,948
Bank overdrafts
(352)
(404)
Net cash and cash equivalents
2,364
1,543
Borrowings (other than bank overdrafts)
(6,436)
(6,394)
Net financial debt
(4,072)
(4,851)
Gross cash and cash equivalents of the parent company and its wholly-owned subsidiaries amounted to approximately
€1,675 million. Total cash and cash equivalents of companies that are not wholly-owned amounted to approximately €586 million. The balance corresponds to the cash and cash equivalents of proportionately consolidated companies, amounting to
approximately €455 million (GPA, Banque du Groupe Casino, Monoprix). Except for proportionately consolidated companies
for which dividend payments are decided jointly with Groupe Casino’s partner, the cash and cash equivalents of fully consolidated companies are entirely available to the Group as the Group controls their dividend policy despite the presence of
minority interests.
NOTE 23.2 • BREAKDOWN OF CASH AND CASH EQUIVALENTS BY CURRENCY
€ millions
2009
Euro
%
2008
%
1,993
73
1,527
US dollar
29
1
28
1
Argentine peso
15
1
2
–
311
11
175
9
42
2
30
1
Brazilian real
Thai baht
79
Colombian peso
216
8
129
7
Vietnamese dong
24
1
11
–
Uruguayan peso
20
1
12
1
Venezuelan bolivar
39
1
34
2
Other
27
1
–
–
2,716
100
1,948
100
Cash and cash equivalents
Cash and cash equivalents include the €146 million proceeds (€161 million at 31 December 2008) from sales of receivables
fulfilling the derecognition criteria of IAS 39, as explained in the note describing the accounting treatment of trade receivables.
Cash equivalents at 31 December 2009 consisted of term deposits, euro-denominated money market mutual funds and
other short-term investments. The Group applies the guidelines set out in the press release published by the AFG-AFTE on
8 March 2006 concerning the classification of money market funds as cash equivalents in accordance with IAS 7 – Cash Flow
Statements.
These criteria were applied retrospectively to individual investments classified as cash equivalents at 31 December 2009.
Application of these criteria did not result in any cash equivalents being reclassified.
Consolidated financial statements
Registration document 2009 / Casino Group
NOTE 24 • FAIR VALUE OF FINANCIAL ASSETS
The fair values of assets recognised at fair value are determined as follows:
• Available-for-sale financial assets do not include any listed securities. Their fair value is typically determined on the basis
of widely used valuation techniques, mostly based on discounted cash flows. These assets are mainly classified as Level 3.
Changes in assumptions would not have a material impact on the fair values estimated by the Group.
• Derivative financial instruments are measured (internally or externally) on the basis of the usual valuation techniques for
this type of instrument. Valuation models are based on observable market data (mainly the yield curve) and counterparty
quality. These instruments are mainly classified as Level 1 or 2.
• Cash and cash equivalents are valued on the basis of data provided by the banks.
The following table compares the carrying amount of financial assets with their fair value.
31 DECEMBER 2009
€ millions
2009
2009
Carrying amount
2009
Available-forsale
financial
assets
Carrying
amount
(A)
Nonfinancial
assets
(B)
Total
financial
assets
(A) - (B)
Financial
assets at
fair value
through
profit or loss
Non-current assets (note 19)
Available-for-sale financial assets
Loans
Prepaid rents
Receivables from non-consolidated companies
79
99
122
115
–
–
122
–
79
99
–
115
–
–
–
–
–
–
–
–
–
99
–
115
79
–
–
–
79
99
–
115
Non-current derivative instruments
176
–
176
176
–
–
–
176
Trade receivables (note 21)
Retail business
Finance business
844
665
–
–
844
665
–
–
–
–
844
665
–
–
844
665
1,201
528
673
–
–
673
–
673
116
–
116
116
–
–
–
116
2,716
–
2,716
2,716
–
–
–
2,716
Financial assets
Other assets (note 22)
Current derivative instruments
Cash and cash equivalents (note 23)
Held-tomaturity
investments
Loans
and
receivables
Fair value
During the period, no financial assets were transferred out of or into Level 3. Movements in Level 3 financial assets are
disclosed in note 19.
31 DECEMBER 2008
€ millions
2008
2008
Carrying amount
2008
Loans
and
receivables
Available-forsale
financial
assets
Fair value
Carrying
amount
(A)
Nonfinancial
assets
(B)
Total
financial
assets
(A) - (B)
Financial
assets at
fair value
through
profit or loss
Non-current assets (note 19)
Available-for-sale financial assets
Loans
Prepaid rents
Receivables from non-consolidated companies
170
56
124
120
–
–
124
–
170
56
–
120
–
–
–
–
–
–
–
–
–
56
–
120
170
–
–
–
170
56
–
120
Non-current derivative instruments
118
–
118
118
–
–
–
118
Trade receivables (note 21)
Retail business
Finance business
897
694
–
–
897
694
–
–
–
–
897
694
–
–
897
694
1,208
422
786
–
–
786
–
786
Financial assets
Other assets (note 22)
Current derivative instruments
Cash and cash equivalents (note 23)
Held-tomaturity
investments
77
–
77
77
–
–
–
77
1,948
–
1,948
1,948
–
–
–
1,948
I 113
114
I
Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
NOTE 25 • EQUITY
NOTE 25.1 • SHARE CAPITAL
At 31 December 2009, the share capital amounted to €168,852,310 versus €171,908,750 at 31 December 2008. The decrease
is mainly due to the conversion of preferred non-voting shares into ordinary shares as described in note 2.2, which gave rise
to a capital reduction. At 31 December 2009, the share capital comprised 110,360,987 fully-paid ordinary shares, each with
a par value of €1.53.
Under the shareholder authorisations given to the Board of Directors, the share capital may be increased immediately or
in the future, by up to €150 million through the issuance of shares or share equivalents other than bonus shares paid up by
capitalising profits, reserves or additional paid-in capital.
ISSUED AND FULLY-PAID ORDINARY SHARES (Number of shares)
2008 (ii)
2009
At 1 January
97,769,191
96,992,416
9,373
278,222
Shares issued on exercise of stock options
Shares issued to minority shareholders in connection with mergers
–
42
Cancellation of shares
–
(301,489)
–
800,000
77,169
–
12,505,254
–
110,360,987
97,769,191
New shares issued to the Emily 2 employee share ownership plan
New shares issued pursuant to share grants
Conversion of preferred non-voting shares into ordinary shares (i)
At 31 December
(i) In accordance with the 25th resolution passed by the shareholders at the annual general meeting of 19 May 2009, the preferred non-voting shares
have been converted into ordinary shares (see note 2.2 and the condensed income statement).
(ii) At 1 January 2008 and 31 December 2008, the number of preferred non-voting shares, respectively 15,124,256 and 14,589,469, should be added to
the above figures to obtain the total number of shares comprising the share capital.
ISSUED AND FULLY-PAID ORDINARY SHARES (€ millions)
2009
2008 (ii)
150
149
Shares issued on exercise of stock options
–
–
Shares issued to minority shareholders in connection with mergers
–
–
Cancellation of shares
–
–
New shares issued to the Emily 2 employee share ownership plan
–
1
New shares issued pursuant to share grants
–
–
19
–
169
150
At 1 January
Conversion of preferred non-voting shares into ordinary shares (i)
At 31 December
(i) In accordance with the 25th resolution passed by the shareholders at the annual general meeting of 19 May 2009, the preferred non-voting shares
have been converted into ordinary shares (see note 2.2 and the condensed income statement).
(ii) At 1 January 2008 and 31 December 2008, the value of preferred non-voting shares, respectively €22 million and €23 million, should be added to the
above figures to obtain the total amount of share capital.
Consolidated financial statements
Registration document 2009 / Casino Group
NOTE 25.2 • OTHER EQUITY
€ millions
Additional paid-in capital (i)
Treasury shares
25.2.2
Equity instruments (deeply subordinated perpetual bonds)
25.2.3
Other equity instruments
25.2.4
Reserves (ii)
Translation reserve
Total other equity
25.2.5
2009
2008 adjusted
3,964
3,964
(4)
600
(5)
(3)
600
(12)
1,967
1,879
366
(167)
6,887
6,260
(i) Additional paid-in capital corresponds to cumulative premiums on shares issued for cash or in connection with mergers or acquisitions recorded in
the parent company accounts, as well as the legal reserve.
(ii) Reserves correspond to:
• parent company reserves after consolidation adjustments;
• the equity of subsidiaries – as restated in accordance with Group accounting policies – less the carrying amount of the shares held by the Group,
plus any goodwill;
• the cumulative effect of changes in accounting policies and estimates and corrections of errors;
• gains and losses from remeasurement at fair value of available-for-sale financial assets;
• gains and losses on cash flow hedges recognised directly in equity;
• the cumulative effect of share-based payment expense.
Note 25.2.1 • Share equivalents
The Group has granted stock options to its employees under the plans presented in note 26.
Note 25.2.2 • Treasury shares
Treasury shares correspond to shareholder-approved buybacks of Casino, Guichard-Perrachon SA shares. At 31 December
2009, a total of 85,000 shares were held in treasury. These shares were acquired at a total cost of €4 million.
In January 2005, the Group signed a liquidity contract with the Rothschild investment bank in accordance with European
Commission regulation 2273/2003/EC. The liquidity account was set up with a total of 700,000 Casino, Guichard-Perrachon
shares and €40 million. At 31 December 2009, no treasury shares were held under the contract. The cash earmarked for the
liquidity account is invested in money market mutual funds. These funds qualify as cash equivalents and are therefore
included in net cash and cash equivalents in the cash flow statement.
Note 25.2.3 • Deeply subordinated perpetual bonds
At the beginning of 2005, the Group issued €600 million worth of deeply subordinated perpetual bonds (TSSDI). The bonds are
redeemable solely at the Group’s discretion and interest payments are due only if the Group pays a dividend on its ordinary
shares in the preceding twelve months. For these reasons, the bonds are carried in equity, for an amount of €600 million.
The bonds pay interest at 7.5% in the first three years, and thereafter at the 10-year constant maturity swap rate plus 100
basis points, capped at 9%. Interest payments are deducted from equity, net of the tax effect.
Note 25.2.4 • Other equity instruments
The Group held €5 million of calls on its ordinary shares at 31 December 2009 (€7 million at 31 December 2008).
Note 25.2.5 • Translation reserve
The translation reserve corresponds to cumulative exchange gains and losses on translating the equity of foreign subsidiaries
and receivables and payables corresponding to the Group’s net investment in these subsidiaries, at the closing rate.
I 115
116
I
Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
TRANSLATION RESERVES BY COUNTRY AT 31 DECEMBER 2009
Attributable to equity holders
of the parent
€ millions
At 31 Dec.
2009
Attributable to minority interests
At 1 January
Exchange
2009
differences
for the
period
At 31 Dec.
2009
Total
Exchange
differences
for the
period
At 1 January
Exchange
2009
differences
for the
period
Brazil
(18)
395
377
2
(5)
(3)
Argentina
(31)
(16)
(47)
–
–
–
(47)
Colombia
(45)
51
6
(55)
31
(24)
(18)
34
Uruguay
374
(6)
39
33
–
–
1
(26)
37
11
(5)
2
(4)
7
(4)
(3)
(7)
(7)
–
(7)
(14)
Thailand
11
–
11
(4)
1
(3)
8
Poland
32
4
35
–
–
–
35
Indian Ocean
(5)
–
(6)
(3)
–
(3)
(8)
Vietnam
(1)
(4)
(5)
(1)
(1)
(2)
(6)
(94)
504
(72)
29
(44)
Venezuela (see note 2)
United States
Total
409
366
Movements during the period mainly stem from the appreciation of the Brazilian and Colombian currencies against the euro.
They also include €12 million in exchange differences reclassified to the income statement upon acquisitions and disposals
of GPA shares.
TRANSLATION RESERVES BY COUNTRY AT 31 DECEMBER 2008
Attributable to equity holders
of the parent
€ millions
At 31 Dec.
2008
Attributable to minority interests
At 1 January
Exchange
2008
differences
for the
period
At 31 Dec.
2008
Total
Exchange
differences
for the
period
At 1 January
Exchange
2008
differences
for the
period
Brazil
324
(343)
(18)
(2)
4
2
(16)
Argentina
(29)
(2)
(31)
–
–
–
(31)
(101)
Colombia
5
(51)
(45)
(27)
(28)
(55)
Uruguay
13
(19)
(6)
–
–
–
(6)
Venezuela
(32)
6
(26)
(6)
1
(5)
(31)
(11)
United States
(8)
4
(4)
(7)
–
(7)
Thailand
35
(25)
11
16
(20)
(4)
6
Poland
45
(13)
32
–
–
–
32
Indian Ocean
(5)
–
(5)
(3)
–
(3)
(8)
Vietnam
–
(1)
(1)
–
(1)
(1)
(2)
350
(444)
(94)
(29)
(44)
(72)
(167)
Total
Movements during the period stem mainly from an appreciation of the euro against the Brazilian and Colombian currencies.
They also include €7 million in exchange differences reclassified to the income statement upon acquisitions and disposals of
GPA shares.
Consolidated financial statements
Registration document 2009 / Casino Group
NOTE 25.3 • OTHER COMPREHENSIVE INCOME
€ millions
2009
4
Available-for-sale financial assets
Change in fair value during the period
Reclassification to profit or loss
Income tax (expense)/benefit
4
1
(2)
(4)
Cash flow hedges
Change in fair value during the period
Reclassification to profit or loss
Income tax (expense)/benefit
(44)
45
(4)
532
Exchange differences
Change in exchange differences during the period (note 25.2.5)
Reclassification to profit or loss due to disposals during the period
545
(13)
(4)
Actuarial gains and losses and asset ceiling adjustments
Change during the period (note 28.1.3)
Income tax (expense)/benefit
(6)
2
528
Total
NOTE 25.4 • DIVIDENDS
The recommended 2009 dividend has been set at €2.65 per ordinary share. The dividend is subject to approval at the next
Annual Shareholders’ Meeting and is therefore not reflected in the consolidated financial statements at 31 December 2009.
CASH DIVIDENDS PAID AND RECOMMENDED
€ millions
Net dividend
Number
(in €)
of sharess
Treasury shares
Ordinary dividends
2008
2009 dividend (recommended) (i)
€2.53
€2.65
97,518,461
110,360,987
250,730
–
Preferred dividends
2008
2009 dividend (recommended)
€2.57
–
14,588,958
–
411
€45.25
€30.14
600,000
600,000
–
–
Dividends on deeply subordinated perpetual
bonds, net of tax
2008
2009
2009
2008
recommended
247
292
37
–
27
18
(i) The recommended 2009 dividend per share has been calculated on the basis of the total number of shares outstanding at 31 December 2009. It will
be modified in 2010 to exclude the actual number of treasury shares held on the payment date.
NOTE 25.5 • CAPITAL MANAGEMENT
The Group’s policy is to maintain a strong capital base in order to ensure the confidence of investors, creditors and the markets, and to support the Group’s future business development.
The Group occasionally purchases its own shares in the market, for the purpose of allocating them to the liquidity contract
and making a market in the shares or keeping them to cover stock option plans, employee share ownership plans or share
grant plans for Group employees and executive officers.
I 117
118
I
Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
NOTE 26 • SHARE-BASED PAYMENTS
Casino set up its first stock option plan in 1973. Since 1987, stock options have been granted in December of each year to
new managers who have completed one year’s service with the Group, and the number of options held by managers promoted
to a higher grade has been adjusted.
Share grants are also made to certain company managers and to store managers. The shares vest in tranches, subject to
continued employment with the Group and the attainment of Group performance targets for the period concerned.
NOTE 26.1 • IMPACT OF SHARE-BASED PAYMENTS ON EARNINGS AND EQUITY
The net expense of €11 million in 2009 (€8 million in 2008) was recognised by adjusting equity at 31 December 2009 by the
same amount.
NOTE 26.2 • DETAILS OF CASINO, GUICHARD-PERRACHON STOCK OPTION PLANS
In accordance with IFRS 2, options granted after 7 November 2002 that had not yet vested at 1 January 2004 were valued
using the Black & Scholes option pricing model.
DETAILS OF THE PLANS AND THE MAIN ASSUMPTIONS APPLIED TO VALUE OPTIONS ON NEW SHARES
2009
2008
2007
Grant date
4 Dec.
8 April
5 Dec.
14 April
7 Dec.
13 April
Expiry date
3 June 2015
7 Oct. 2014
4 June 2014
13 Oct. 2013
6 June 2013
12 Oct. 2012
Share price on the grant date
€58.31
€48.37
€43.73
€75.10
€77.25
€75.80
Option exercise price
€57.18
€49.47
€49.02
€76.73
€74.98
€75.75
Number of options granted
72,603
37,150
109,001
434,361
54,497
362,749
5.5
5.5
5.5
5.5
5.5
5.5
Estimated life of the options (in years)
Projected dividend yield
Projected volatility
Risk-free interest rate
Fair value of stock options
Number of options outstanding
5%
5%
5%
5%
5%
5%
30.02%
29.60%
26.77%
24.04%
25.27%
23.55%
2.09%
2.44%
3.05%
4.17%
4.85%
4.78%
€8.59
€5.07
€6.14
€13.61
€18.18
€16.73
72,281
36,150
102,578
358,035
43,450
265,569
2006
2005
2004
Grant date
15 Dec.
13 April
8 Dec.
26 May
9 Dec.
Expiry date
14 June 2012
12 Oct. 2011
7 June 2011
25 Nov. 2010
8 June 2010
Share price on the grant date
€70.00
€59.80
€56.95
€59.70
€56.95
Option exercise price
€69.65
€58.16
€56.31
€57.76
€59.01
Number of options granted
53,708
354,360
50,281
318,643
78,527
5.5
5.5
5.5
5.5
5.5
Estimated life of the options (in years)
Projected dividend yield
Projected volatility
2%
2%
2%
2%
2%
25.11%
25.87%
21.19%
21.86%
23.14%
Risk-free interest rate
3.99%
3.94%
3.21%
2.85%
3.14%
Fair value of stock options
€14.31
€11.88
€9.00
€8.89
€8.14
Number of options outstanding
32,726
221,635
33,242
203,505
36,473
Consolidated financial statements
Registration document 2009 / Casino Group
DETAILS OF SHARE GRANT PLANS
2009
2008
Grant date
4 Dec.
8 April
8 April
5 Dec.
29 Oct.
Expiry
• vesting date
• end of lock-up period
4 Dec. 2012
4 Dec. 2014
8 April 2011
8 April 2013
8 Oct. 2011
8 Oct. 2013
4 Dec. 2011
4 Dec. 2013
28 Oct. 2010
28 Oct. 2012
Share price on the grant date
€58.31
€48.37
€48.37
€43.73
€53.41
Number of shares
Fair value of the share
Continued employment condition
24,463
€42.47
Yes
8,000
€34.18
Yes
492,273
€36.32
Yes
500
€33.16
Yes
59,800
€42.54
Yes
No
No
Yes
No
No
Performance conditions
Performance condition applicable
Number of shares before application
of performance conditions
(i)
24,463
(i)
8,000
98.62%
478,622
(i)
(i)
500
2008
52,300
2007
Grant date
14 April
14 April
7 Dec.
13 April
Expiry
• vesting date
• end of lock-up period
13 Oct. 2011
13 Oct. 2013
13 April 2011
13 Oct. 2013
6 Dec. 2010
6 Dec. 2012
12 Oct. 2010
12 Oct. 2012
Share price on the grant date
Number of shares
Fair value of the share
Continued employment condition
Performance conditions
Performance condition applicable
€75.10
€75.10
€75.80
€77.25
183,641
€61.92
Yes
8,017
€61.92
Yes
29,602
€69.18
Yes
163,736
€70.13
Yes
Yes
No
No
Yes
(ii)
Number of shares before application
of performance conditions
163,640
(i)
8,017
(i)
27,468
(ii)
139,201
(i) No performance conditions.
(ii) The performance target for the share grant plan of 13 April 2007 and 14 April 2008 depends upon the company. At 31 December 2009, the applicable
performance conditions were as follows:
Plans granted on
Monoprix
Codim 2
Other companies
14 April 2008
13 April 2007
50% (based on 5,365 shares)
100% (based on 3,640 shares)
0% (based on 154,635 shares)
100% (based on 2,385 shares)
100% (based on 3,720 shares)
41.47% (based on 133,096 shares)
Performance conditions mainly involve organic sales growth, trading profit levels, and net financial debt.
I 119
120
I
Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
DETAILS OF PLANS ON CASINO, GUICHARD-PERRACHON SHARES
Stock option plans
At 1 January 2008
Of which, vested options
Number of
Weighted average
outstanding options
exercise price (in €)
2,545,280
1,496,282
€69.55
Options granted during the period
544,362
€61.30
Options exercised during the period
(290,502)
€56.85
Options cancelled during the period
(283,597)
€58.15
–
–
2,515,543
1,283,320
€71.14
Options that lapsed during the period
At 31 December 2008
Of which, vested options
Options granted during the period
109,753
€54.57
Options exercised during the period
(9,373)
€58.06
Options cancelled during the period
(1,210,279)
€75.73
–
–
1,405,644
€65.98
Options that lapsed during the period
At 31 December 2009
Of which, vested options
Share grant plans, not yet vested
563,731
Number of
outstanding shares
At 1 January 2008
475,970
Shares granted
252,458
Shares cancelled
(127,601)
Shares issued
(42,018)
At 31 December 2008
558,809
Shares granted
524,736
Shares cancelled
(104,165)
Shares issued
At 31 December 2009
(77,169)
902,211
Consolidated financial statements
Registration document 2009 / Casino Group
NOTE 27 • PROVISIONS
NOTE 27.1 • BREAKDOWN AND MOVEMENTS
€ millions
1 January
Increases
Reversals
Reversals
Change in
Transla-
2009
adjusted
2009
(used)
2009
(surplus)
2009
scope of
consolidation
tion
adjustment
Other
At 31 Dec.
2009
Product warranty costs
11
6
(10)
–
–
–
–
7
Pensions (note 28.1.1)
100
48
(38)
(1)
(6)
1
3
107
Jubilees
20
1
–
–
–
–
1
21
Long-service awards
14
15
(14)
–
–
–
–
15
Claims and litigation
33
19
(16)
(6)
–
–
–
29
316
169
(247)
(33)
21
30
–
256
Other liabilities and charges
Restructuring
35
2
(12)
–
(22)
–
–
3
Risk relating to the TRS (i)
27
–
–
(10)
–
–
–
17
Total
555
259
(337)
(51)
(7)
31
4
454
of which short-term provisions
of which long-term provisions
203
352
207
52
(144)
(193)
(39)
(12)
(11)
5
–
31
6
(2)
221
234
(i) See note 27.2.
Provisions for claims and litigation and for other liabilities and charges correspond to a large number of provisions for employee claims, property-related claims (concerning construction or refurbishment work, rents, tenant evictions, etc.), tax
claims and business claims (trademark infringement, etc.).
NOTE 27.2 • RISK RELATING TO THE TOTAL RETURN SWAP ON EXITO SHARES
On 19 December 2007, Casino announced an amendment to the shareholders’ agreement entered into with Exito on 7 October 2005.
On the same date, the minority shareholders of Suramericana de Inversiones S.A. and other Colombian strategic partners
entered into reciprocal put and call options with Citi on their interests in Exito (6.9% and 5.1% respectively). On 8 January
2008, Grupo Nacional de Chocolates SA sold its 2.0% interest in Exito to Citi. Consequently, these partners have renounced
the put option granted to them under the historical shareholders’ agreement with Casino, thereby releasing Casino from its
commitment to purchase their stakes in Exito.
After Grupo Nacional de Chocolates SA, Suramericana sold its 6.9% interest in Exito to Citi on 19 January 2010 for COP 21,804
per share.
The put options on the 5.1% owned by other Colombian strategic partners are exercisable for a period of three months from
16 December 2010, 2011, 2012, 2013 and 2014. The call option is exercisable by Citi for a period of three months from 16 March
2015. The exercise price of the options is the higher of:
• a fixed price of COP 19,477 per share, revalued for inflation +1%;
• a multiple of EBITDA less net financial debt;
• a multiple of sales less net financial debt;
• the average quoted share price over the preceding six months.
Casino concurrently entered into a total return swap (TRS) with Citi on the 2.0% and 6.9% interests in Exito acquired from
Chocolates and Suramericana on 8 January 2008 and 19 January 2010 respectively, with net settlement due in cash. The TRS
is valid for three years and three months. Casino also undertook to enter into further TRS contracts on the combined interests of the other partners (5.1% in total) subject of the call and put options referred to above.
At maturity of the TRS contract, Casino will receive the difference between the market price (sale price of Citi’s interest) and
(i) a minimum sum of COP 19,477 per share for the interest sold by Chocolates and (ii) a minimum sum of COP 21,804 for the
interest sold by Suramericana, if positive and will pay the difference to Citi if negative.
The TRS on the 5.1% interest held by the other Colombian strategic partners will have the same terms and conditions as the
Chocolates and Suramericana TRSs and will be effective for a maximum period of three years and three months from the
date of exercise of the relevant call or put options.
I 121
122
I
Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
Casino will receive or pay as applicable the difference between the sale price of the interest on the market and the TRS entry
price (i.e. the sale price paid by Citi to the minority shareholders on the basis described above).
Casino has no contractual commitment nor the option to purchase the shares from Citi at maturity of the TRS (net settlement
in cash).
The main risk for Casino is that the sale price received by Citi at maturity of the TRS could be lower than the price paid by Citi
to the Colombian shareholders, and that Casino could be obliged to pay Citi the difference, if negative, between the entry
price (minority shareholders’ put exercise price) and the exit price (market sale price received by Citi).
The risk has been measured on the basis of several factors:
• The exercise price by the shareholders holding the 5.1% interest in Exito, which itself depends on when they elect to exercise their put according to their assessment of market conditions and Exito’s future performance.
• The term of each TRS, which is a maximum of three years and three months from the exercise date of the relevant put by the
Colombian partners.
• The market value of Exito shares on maturity of the TRSs.
A bank has carried out several simulations to determine the best time for the minority shareholders to exercise their put
options. It has also estimated the market value of Exito shares at maturity of the TRSs using a multi-criteria approach based
on forecast operating performance as set out in Exito’s business plan, investor expectations and Exito’s share price.
Given the specific features of these TRSs and the estimated associated risk (the share price was COP 19,500 on 31 December
2009), the Group made a €10 million provision reversal at the year-end, reducing the provision to €17 million on 31 December
2009, which corresponds to the “central case” simulation. The “high case” (more optimistic) and “low case” (less optimistic)
simulations give a risk of €2 million and €28 million respectively.
NOTE 28 • PENSION AND OTHER POST-EMPLOYMENT BENEFIT OBLIGATIONS
The Group’s obligations under defined-benefit plans mainly concern France for length-of-service awards payable to
employees on retirement and a supplementary pension plan which is closed to new participants and now only concerns
retired employees.
NOTE 28.1 • DEFINED BENEFIT PLAN
Note 28.1.1 • Summary
France
International
Total
€ millions
2009
2008
2009
2008
2009
2008
Present value of projected benefit obligation
under funded plans
140
126
–
338
140
464
Fair value of plan assets
(62)
(66)
–
(366)
(62)
(432)
Funding requirement
79
60
–
(28)
79
32
Present value of projected benefit obligation
under unfunded plans
11
11
17
28
28
38
–
–
–
30
–
30
90
71
17
30
107
100
Unrecognised surplus (asset ceiling)
Liability recognised in the balance sheet
Consolidated financial statements
Registration document 2009 / Casino Group
Note 28.1.2 • Change in obligation
France
€ millions
International
Total
2009
2008
2009
2008
2009
2008
A - CHANGE IN ACTUARIAL LIABILITY
137
136
365
12
502
148
Service cost
11
11
1
5
11
17
Interest cost
5
4
–
16
5
20
Actuarial liability at 1 January
Change in scope of consolidation (i)
–
–
329
(350)
329
Reduction in the liability (benefit payments)
(5)
(7)
–
(23)
(5)
(30)
Actuarial gains and losses
6
(7)
–
19
6
12
Translation adjustment
–
–
1
(1)
1
(1)
Employee contributions
–
–
–
2
–
2
Curtailments and settlements
(1)
–
–
–
(1)
–
Change of assumptions
(1)
–
–
–
(1)
–
Other movements
–
–
–
6
–
6
152
137
17
365
168
502
66
71
366
–
432
71
1
2
–
16
1
18
Actuarial gains and losses
(1)
(2)
–
(55)
(1)
(57)
Employer's contribution
–
–
–
11
–
11
Employee contributions
–
–
–
2
–
2
Benefits paid during the period
(1)
(1)
–
(23)
(1)
(24)
Actuarial liability at 31 December
A
(350)
B - CHANGE IN PLAN ASSETS
Fair value of plan assets at 1 January
Expected return on plan assets
Partial reimbursement of plan assets
(4)
(4)
Change in scope of consolidation
–
–
Other movements
–
–
–
7
–
7
62
66
–
366
62
432
(90)
(71)
(17)
1
(107)
(70)
–
–
–
(30)
(90)
(71)
(17)
(30)
Fair value of plan assets at 31 December
C - FUNDING REQUIREMENT
B
A-B
Asset ceiling
NET RETIREMENT BENEFIT OBLIGATION
(i) The change in scope of consolidation concerns Super de Boer.
Note 28.1.3 • Balance of actuarial gains or losses recognised in equity
€ millions
2009
2008
(9)
Provisions
(3)
Deferred tax assets (liabilities)
1
3
Cumulative decrease in equity
(2)
(6)
Of which, attributable to equity holders of the parent
(2)
(6)
Gain or loss, net of tax, recognised directly in equity
(4)
4
–
(366)
–
(4)
(4)
408
(366)
408
–
(107)
(30)
(100)
I 123
124
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Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
Note 28.1.4 • Reconciliation of liability on the balance sheet
France
€ millions
2009
At 1 January
International
Total
2008
2009
2008
2009
2008
71
65
30
12
100
77
Actuarial gains or losses recognised in equity
6
(6)
–
74
6
68
Employee contributions
–
–
–
2
–
2
Expense for the period
14
13
(1)
5
12
18
Reduction in the liability (benefit payments)
(6)
(4)
(6)
–
–
(4)
Partial reimbursement of plan assets
4
4
–
–
4
4
Change in scope of consolidation
–
–
(13)
13
(13)
13
Unrecognised surplus (asset ceiling)
–
–
–
(75)
–
(75)
Translation adjustment
–
–
1
(1)
1
(1)
90
71
17
30
107
100
At 31 December
Note 28.1.5 • Breakdown of expense for the period
France
€ millions
Interest cost
Expected return on plan assets
Expense recognised in other financial income
and expense
Service cost
2009
International
2008
2009
2008
Total
2009
2008
5
4
–
16
5
20
(1)
(2)
–
(16)
(1)
(18)
4
3
–
–
4
3
11
11
1
5
11
15
Past service cost
–
–
–
–
–
–
Curtailments and settlements
(1)
–
–
–
(1)
–
Expense recognised in employee benefits expense
10
10
1
5
10
15
Expense for the period
14
13
1
5
14
18
2008
2007
2006
2005
Note 28.1.6 • Funding policy
HISTORICAL DATA
€ millions
2009
Present value of projected benefit obligation under funded plans
140
464
125
120
199
Fair value of plan assets
(62)
(432)
(71)
(84)
(142)
Sub-total
78
32
54
36
57
Present value of projected benefit obligation under unfunded plans
28
38
23
11
42
–
30
–
–
–
107
100
77
47
99
Asset ceiling
Liability recognised in the balance sheet
Plan assets are invested as follows:
France
Equity instruments
Fixed-rate bonds
Property
Money market mutual funds
Other
2009
2008
–
–
–
100%
–
–
–
–
100%
–
Netherlands
2009
2008
–
–
–
–
–
19%
78%
2%
–
1%
Consolidated financial statements
Registration document 2009 / Casino Group
Note 28.1.7 • Actuarial assumptions
France
International
€ millions
2009
2008
2009
2008
Discount rate
4.9% - 5.0%
5.0%
4.9% - 8.0%
4.8% - 10.70%
Expected rate of future salary increases
2.5%
2.5%
2.5% - 4.0%
2.5% - 7.67%
Retirement age
62 - 65
62 - 65
57 - 65
50 - 65
Expected return on plan assets
3.5% - 3.9%
4.0%
–
0.0% - 6.5%
In 2006, the Group adopted the TGH05/TGF 05 mortality table for the measurement of projected benefit obligations for its
French entities.
At 31 December 2009, experience adjustments were not material.
For French companies, the discount rate is determined by reference to the Bloomberg 15-year AA corporate composite index.
The expected return on plan assets in 2009 corresponds to the actual rate achieved in the previous year. The actual return on
plan assets in 2009 was €1 million for France.
NOTE 28.2 • DEFINED CONTRIBUTION PLANS
Defined contribution plans correspond primarily to retirement plans. The cost of these plans in 2009 was €260 million
(€266 million in 2008).
NOTE 29 • FINANCIAL LIABILITIES
NOTE 29.1 • BREAKDOWN OF FINANCIAL LIABILITIES
Financial liabilities are measured at:
• amortised cost for borrowings and other financial liabilities;
• fair value through profit or loss for derivatives.
The various categories of financial liability at 31 December 2009 were:
€ millions
2009
Note
Noncurrent
portion
Current
portion
Financial liabilities
29.1.1
5,524
Put options granted to minority shareholders
29.1.2
3
Derivative liabilities
Total financial liabilities
2008
Total
Noncurrent
portion
Current
portion
Total
1,225
6,750
4,733
1,471
6,204
77
80
183
442
625
183
67
249
134
30
164
5,710
1,369
7,079
5,050
1,943
6,993
Total
Noncurrent
portion
Note 29.1.1 • Financial liabilities
€ millions
2009
Noncurrent
portion
Current
portion
2008
Current
portion
Total
4,760
427
5,187
3,709
618
4,327
Other financial liabilities
676
403
1,079
905
398
1,303
Finance lease liabilities (i)
88
43
131
119
50
169
–
352
352
–
404
404
5,524
1,225
6,750
4,733
1,471
6,204
Bonds
Bank overdrafts
Total financial liabilities
(i) See note 34.3.
I 125
126
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Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
BONDS
€ millions
Amount
Interest
Effective
rate (i)
interest
rate
Issue date
Due
Hedge (ii)
2009 (iii)
2008 (iii)
Bonds in EUROS
Indexed bonds
2004-2009
37
V: E3M+0.725
3.78
Dec. 2004
March 2009
–
–
39
–
549
2009 bonds
2002-2009
400
F: 5.45
5.46
June 2002
June 2009
FRB
FRL
2010 bonds
2003-2010
400
F: 5.25
5.36
April 2003
April 2010
FRB
FLOORS
FRL
CAPS
401
400
2011 bonds
2004-2011
400
F: 4.75
4.81
July 2004
July 2011
FRB
FRL
399
401
2012 bonds
2002-2012
700
F: 6.00
6.13
Feb. 2002
June 2002
Feb. 2012
FRB
FRL
FLOORS
717
720
2012 bonds
2009-2012
500
F: 7.88
7.94
Feb. 2009
Aug. 2012
FRL
506
–
2013 bonds
2008-2013
1,199
F: 6.38
6.37
April 2008
June 2008
May 2009
April 2013
CAPS
FRB
FRL
FRA
1,251
983
2014 bonds
2007-2014
2008-2014
677
F: 4.88
5.20
April 2007
June 2008
April 2014
FRB
FRL
691
858
2015 bonds
2009-2015
750
F: 5.50
5.52
July 2009
Jan. 2015
FRL
761
–
Private placement notes
2002-2009
10
F: 5.92
5.92
Nov. 2002
Nov. 2009
FRB
FRL
–
10
Private placement notes
2002-2011
255
F: 6.46
6.56
Nov. 2002
Nov. 2011
FRB
FRL
171
180
Bonds in USD
Bonds in COP
Exito bond issue
2006-2011
10
V: CPI+4.98
12.53
April 2006
April 2011
–
10
9
Exito bond issue
2005-2013
25
V: CPI+5.45
13.42
April 2006
April 2013
–
25
24
Carulla bond issue
2005-2015
49
V: CPI+7.50
15.15
May 2005
May 2015
–
51
52
GPA bond issue
2007-2013
108
V: CDI+0.50
12.95
March 2007
March 2011
March 2012
March 2013
104.96% of
variable rate
CDI
108
103
GPA bond issue
2009-2011
28
V: 119% CDI
119%
CDI
June 2009
June 2011
–
28
–
V: 109.5% CDI
109.5%
Dec. 2009
CDI
Dec. 2012
June 2013
Dec. 2013
June 2014
Dec. 2014
–
67
–
5,187
4,327
Bonds in BRL
GPA bond issue
2009-2014
67
Total bonds
(i) F (Fixed rate) – V (Variable rate) – CPI (Consumer Price Index) – CDI (Certificado de Deposito Interbancario).
(ii) FRB (fixed rate borrower) – FRL (fixed rate lender).
(iii) The amounts shown above include the impact of fair value hedges.
On 23 December 2004, Casino, Guichard-Perrachon carried out three indexed bond issues. The final issue of €76 million was
fully redeemed during the year.
Consolidated financial statements
Registration document 2009 / Casino Group
OTHER BORROWINGS
€ millions
Amount
Type of rate
Issue date
Due
Hedge
2009
2008
Variable rate
Variable rate
–
June 2007
May 2008
–
June 2013
May 2013
–
FRB/FRL/FRA
FRB/FRL
–
179
131
196
183
130
211
FRANCE
Calyon structured loan
Schuldschein loan
Other
183
130
197
INTERNATIONAL
Latin America
Other
379
5
–
–
–
–
–
–
–
–
379
5
503
125
–
–
–
–
–
190
151
894
–
–
–
–
1,079
1,303
Accrued interest (i)
Total other borrowings
(i) Accrued interest relates to all financial liabilities including bonds.
CONFIRMED BANK LINES OF CREDIT
€ millions
Interest rate
Due
Less than
one year
Amount of
More than
one year
Drawdowns
the facility
Confirmed bank lines of credit
Variable rate
139
553
692
Syndicated lines of credit
Variable rate
–
1,428
1,428
56
65
Credit activity refinancing facility
Variable rate
555
–
555
441
Note 29.1.2 • Put options granted to minority shareholders
These put options correspond to liabilities towards various counterparties arising from commitments made by the Group to
purchase shares in consolidated companies. They have therefore been recognised as financial liabilities and break down as
follows at 31 December 2009:
€ millions
%
Commitment
Price
ownership
Franprix- Leader Price (i)
26.00 to
84.00%
16.00 to
74.00%
262
Monoprix (ii)
50.00%
50.00%
1,200
Lanin / Disco (Uruguay)
62.49%
29.33%
61
Sendas Distribuidora (Brazil) (ii)
57.43%
42.57%
108
Total commitments
Goodwill
Fixed or
Current
Non-
variable
exercise
price
financial
liabilities
current
financial
liabilities
F/V
66
3
V
–
F
12
V
1,631
Contingent
liabilities
95
197
–
–
1,200
–
12
49
–
–
–
108
77
3
107
1,551
(i) See note 35.
(ii) See note 34.2.
Sensitivity of put options at 31 December 2009:
€ millions
Current
Non-current
Total
Fixed or
financial
liabilities
financial
liabilities
financial
liabilities
variable
exercise
price
Franprix-Leader Price
66
3
68
F/V
Lanin / Disco (Uruguay)
12
–
12
F
Total commitments
77
3
80
The valuation method is described in note 34.2 “Contingent liabilities”.
Indicator
Impact of a +/- 10% change
in the indicator
Net profit
–
+/- 2
–
I 127
128
I
Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
NOTE 29.2 • FINANCIAL DEBT
Note 29.2.1 • Breakdown of net financial debt
€ millions
Financial liabilities
2009
Noncurrent
portion
Current
portion
5,524
1,225
3
77
183
5,710
Put options granted to minority shareholders
Derivative liabilities
Gross financial liabilities
Derivative assets
(176)
Cash and cash equivalents
–
(176)
Cash, cash equivalents and derivative assets
Net financial debt
5,534
2008
Noncurrent
portion
Current
portion
6,750
4,733
1,471
80
183
442
625
67
249
134
30
164
1,369
7,079
5,050
1,943
6,993
Total
Total
6,204
(116)
(292)
(118)
(77)
(195)
(2,716)
(2,716)
–
(1,948)
(1,948)
(2,832)
(3,008)
(118)
(2,025)
(2,143)
(1,463)
4,072
4,932
(82)
4,851
Note 29.2.2 • Change in gross financial debt
€ millions
Gross financial liabilities at 1 January (see note 29.2.1)
Derivative assets (see note 29.2.1)
2009
6,993
(195)
2008
7,160
(217)
Financial debt at 1 January (including hedging instruments)
6,799
6,943
New borrowings
1,789
1,796
(1,444)
(1,927)
Repayments (principal and interest)
Change in fair value of debt hedged
Exchange differences (i)
Change in scope of consolidation
Change in put options granted to minority shareholders (ii)
35
33
123
(113)
42
135
(555)
(69)
Financial debt at 31 December (including hedging instruments)
6,787
6,799
Gross financial liabilities at 31 December (see note 29.2.1)
Derivative assets (see note 29.2.1)
7,079
(292)
6,993
(195)
(i) Exchange differences mainly concern GPA and Exito for, respectively, €71 million and €27 million.
(ii) The change in put options granted to minority shareholders concerns Franprix-Leader Price for €407 million, Exito (Carulla) for €118 million and GPA
for €30 million.
NOTE 30 • FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The main risks associated with the Group’s financial instruments are interest rate, currency, credit, liquidity and equity risks.
Derivative financial instruments – mainly interest rate swaps and forward purchases of foreign currencies – are used to
manage interest rate and currency risks associated with the Group’s business and financing. No derivative instruments are
acquired for speculative purposes.
Consolidated financial statements
Registration document 2009 / Casino Group
NOTE 30.1 • BREAKDOWN OF DERIVATIVE INSTRUMENTS
Breakdown of derivative instruments is as follows:
€ millions
2009
Assets
Liabilities
2008
Total
(1)
Cash flow hedges
–
1
Fair value hedges
292
249
42
1
11
(10)
293
261
31
Non-qualifying derivatives
Total
Assets
Liabilities
Total
–
16
192
164
(16)
28
8
40
(32)
200
220
(20)
Impact of qualifying financial instruments on equity
At 31 December 2009, the IFRS cash flow hedge reserve totalled €(1) million (€(16) million net of tax at 31 December 2008). It
is comprised of derivative instruments that qualify for cash flow hedge accounting (interest rate and currency swaps), which
will be recycled to the income statement on the date the hedged item is realised, mostly during 2009.
The ineffective portion of these cash flow hedges is not material.
Impact of non-qualifying financial instruments on the income statement
The fair value of derivative instruments that do not qualify for hedge accounting under IAS 39 amounted to €(10) million at
31 December 2009 (€(32) million at 31 December 2008). At 31 December 2009, these instruments concerned interest rate
hedges at Banque du Groupe Casino and Monoprix.
NOTE 30.2 • COUNTERPARTY RISK
The Group is exposed to various aspects of counterparty risks in its operating activities, its short-term investment activities
and its interest rate and currency hedging instruments.
Counterparty risk related to trade receivables
Retail credit risk
Group policy consists of checking the financial health of all customers applying for credit. Customer receivables are regularly
monitored and the Group’s exposure to the risk of bad debts is not material.
Financial credit risk
Banque du Groupe Casino’s credit risks are managed based on:
• Statistical analyses of pools of loans with similar characteristics, due to the fact that individual loans are not material and
all the loans have the same risk profile.
• Recovery probabilities at the different phases in the collection process.
As required by IAS 39, a provision is recorded when there is objective evidence that loans are impaired. This is considered to
be the case when customers default on at least one instalment.
Provisions for credit risks are determined by modelling statistical recovery and write-off data, taking into account all possible movements between the various strata. The statistics used correspond to observed historical defaults and write-offs.
The calculation also takes into account the present value of expected recoveries of principal and interest, discounted at the
original interest rate on the loan. The purpose of this discounting adjustment is to factor in the loss of future lending margins.
Renegotiated loans for which payments are up to date are classified as sound loans. If the borrower defaults on any payments, they are immediately reclassified as doubtful and a provision is recorded on the basis described above.
Credit risk on other financial assets – comprising cash and cash equivalents, available-for-sale financial assets and certain
derivative financial instruments – corresponds to the risk of failure by the counterparty to fulfil its obligations. The maximum
risk is equal to the instruments’ carrying amount.
Details and past due schedules of retail and finance trade receivables are provided in note 21.3.
Counterparty risk related to other assets
Other assets, mainly comprising tax receivables and repayment rights, are neither past due nor impaired. The Group does not
believe it is exposed to any counterparty risk on these assets (see note 22).
I 129
130
I
Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
NOTE 30.3 • LIQUIDITY RISK
The loan agreements for the Group’s bank borrowings and bond issues include the customary covenants and default clauses,
including pari passu, negative pledge and cross-default clauses.
None of the loan agreements include any rating triggers.
Bonds placed on the euro market do not include any covenants related to financial ratios.
At 31 December 2009, the covenants related to the main types of debt carried by the parent company were as follows:
• The three confirmed bank lines of credit set up in 2009 were subject to a consolidated net debt/consolidated EBITDA (i) ratio of
< 3.7. Some of the older confirmed credit lines are also subject to the same ratio whilst others are subject to a ratio of < 4.3.
The definition of consolidated net debt differs slightly for the old and new credit lines. The ratios stood at 2.30 and 2.20
respectively at 31 December 2009.
• The ratios applicable to the US Private Placement Notes are as follows:
Ratio
Required
Actual
31 December 2009
Consolidated net debt/consolidated EBITDA
< 3.70
2.20
Consolidated net debt/consolidated equity
< 1.20
0.53
Consolidated intangible assets/consolidated equity
< 1.25
0.93
(i) EBITDA (earnings before interest, taxes, depreciation and amortisation) = trading profit plus operating depreciation and amortisation.
Monoprix, GPA and Exito are also subject to financial covenants. All covenants were complied with at 31 December 2009,
except for a GPA credit line which had an equity to total assets ratio of 0.37 compared with a requirement of more than or
equal to 0.40. The ratio has subsequently been revised down to 0.30 by the bank concerned. The balance of this credit line
was BRL 174 million (€23 million for Casino’s share) at 31 December 2009.
The table below shows a maturity schedule for financial liabilities at 31 December 2009, including principal and interest but
excluding discounting.
€ millions
Non-derivative financial instruments recognised
in liabilities
Bonds and other borrowings excluding derivative
instruments and finance leases
Put options granted to minority shareholders
Finance lease liabilities
Trade payables and other payables (excluding
accrued taxes and employee benefits liabilities)
Maturity
2009
Due beyond
five years
Total
Due within one
year
Due in
one to
two years
Due in
two to
three years
Due in
three to
five years
Carrying
amount
1,430
1,199
1,596
2,726
845
7,796
6,618
77
52
3
45
–
21
–
17
–
19
80
155
80
131
5,499
24
148
2
11
5,683
5,683
13,715
7,059
1,270
1,765
2,745
876
Derivative financial instruments
Interest rate derivatives
Derivative contracts - received
Derivative contracts - paid
Derivative contracts - settled net
184
(142)
(49)
347
(375)
(20)
142
(62)
(17)
144
(52)
–
21
–
–
839
(632)
(86)
Currency derivatives
Derivative contracts - received
Derivative contracts - paid
Derivative contracts - settled net
–
(46)
–
–
(12)
–
–
(3)
–
–
–
–
–
–
–
–
(60)
–
Other derivative instruments
Derivative contracts - received
Derivative contracts - paid
Derivative contracts - settled net
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(52)
(60)
60
92
21
60
1,825
2,837
897
13,775
Total at 31 December 2009
7,006
1,210
261
Consolidated financial statements
Registration document 2009 / Casino Group
€ millions
Non-derivative financial instruments recognised
in liabilities
Bonds and other borrowings excluding derivative
instruments and finance leases
Put options granted to minority shareholders
Finance lease liabilities
Trade payables and other payables (excluding
accrued taxes and employee benefits liabilities)
Maturity
2008
adjusted
Due within one
year
Due in
one to
two years
Due in
two to
three years
Due in
three to
five years
Due beyond
five years
1,962
1,058
1,156
3,127
1,002
8,307
6,035
442
59
96
48
3
45
110
31
–
23
651
206
625
169
5,984
Total
5,844
140
–
–
–
5,984
8,308
1,341
1,204
3,268
1,025
15,147
Derivative financial instruments
Interest rate derivatives
Derivative contracts - received
Derivative contracts - paid
Derivative contracts - settled net
201
(180)
2
172
(160)
1
323
(394)
–
160
(108)
–
30
(10)
–
885
(852)
3
Currency derivatives
Derivative contracts - received
Derivative contracts - paid
Derivative contracts - settled net
21
(18)
30
25
(35)
–
61
(58)
–
12
(12)
–
–
–
–
119
(122)
30
Other derivative instruments
Derivative contracts - received
Derivative contracts - paid
Derivative contracts - settled net
161
163
(3)
82
86
(4)
129
112
17
–
–
–
–
–
–
372
362
10
379
166
190
52
20
808
8,687
1,507
1,395
3,320
1,045
15,955
Total at 31 December 2008
Carrying
amount
220
NOTE 30.4 • MARKET RISK
Currency risk
The Group is exposed to currency risks on purchases denominated in a currency other than its functional currency.
Due to its geographical diversification, the Group is also exposed to translation risk, in other words its balance sheet and
income statement are sensitive to movements in exchange rates when consolidating the financial statements of its foreign
subsidiaries outside the euro zone.
Currency risks on goods purchased in dollars are managed using forward purchases of dollars and currency swaps. Group
policy consists of hedging all budgeted purchases using derivative instruments with the same maturities as the underlying
transactions.
The Group’s net exposure based on notional amounts after hedging is mainly to the following currencies (excluding the functional currencies of entities):
€ millions
USD
JYP
EUR
Total
Total
2009
exposure
2008
exposure
Trade receivables exposed
Other financial assets exposed
Trade payables exposed
Financial liabilities exposed
(1)
(10)
78
464
–
–
–
16
–
(4)
2
–
(1)
(14)
80
480
(4)
(68)
46
359
Gross exposure payable/(receivable)
530
16
(1)
545
332
Trade receivables hedged
Other financial assets hedged
Trade payables hedged
Financial liabilities hedged
–
–
2
463
–
–
–
16
–
–
–
–
–
–
2
479
–
–
3
257
65
–
(1)
64
72
Net exposure payable/(receivable)
I 131
132
I
Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
At 31 December 2008, the net balance sheet exposure of €72 million broke down as follows by currency:
• US dollar: €54 million;
• Japanese yen: €17 million;
• Polish zloty: €5 million;
• Euro: €(4) million.
Sensitivity of net exposure after hedging to exchange rate changes
The exchange rates used for the US dollar were €1 = $1.4406 at 31 December 2009 and €1 = $1.3917 at 31 December 2008.
The exchange rates used for the Japanese yen were €1 = ¥133.28 at 31 December 2009 and €1 = ¥126.14 at 31 December 2008.
A 10% appreciation or depreciation of the euro against those currencies at 31 December would have increased or decreased
net profit by the amounts shown in the table below. For the purposes of the analysis, all other variables, particularly interest
rates, are assumed to be constant.
€ millions
2009
2008
US dollar
7
Japanese yen
–
5
2
Other
–
–
Total
6
7
Interest rate risk
The Group’s objective is to reduce its cost of debt by limiting the impact of interest rate changes on its income statement.
Group strategy therefore consists of dynamically managing debt by converting all borrowings to variable rate in order to
benefit from declines in interest rates, while also setting up hedges as a protection against rate increases.
Various derivative instruments are used to manage interest rate risks. The main instruments are interest rate swaps, collars, caps, floors and options that may be used separately or in combined strategies. Not all of these instruments qualify
for hedge accounting; however all interest rate instruments are used in connection with the above risk management policy.
Group financial policy consists of managing finance costs by combining variable and fixed rate derivatives.
Sensitivity analysis to a change in interest rates
€ millions
Bank loans
Finance lease liabilities
2009
2008 adjusted
1,179
1,378
43
82
352
402
Total variable rate borrowings (excluding accrued interest) (i)
1,573
1,862
Cash equivalents
1,617
1,103
Cash
1,099
845
Total cash and cash equivalents
2,716
1,947
Net position before hedging
(1,143)
(85)
Interest rate swap (fixed rate lender)
Interest rate swap (fixed rate borrower)
5,064
(3,036)
4,248
(2,200)
Bank overdrafts and spot loans
Net position after hedging
885
1,963
Net position to be rolled over within one year
885
1,963
Effect of a 1-point change in interest rates
Average remaining duration of hedges
Effect of a 1-point change in interest rates on finance costs
2009 finance costs, net
Effect of a 1-point change in interest rates,
as a % of finance costs, net
9
19
0.95
0.93
8
18
343
371
2.44%
4.92%
(i) Adjustable rate financial assets and liabilities are considered as maturing on the interest reset date. The above total does not include liabilities not
exposed to interest rate risk, corresponding mainly to minority shareholder put options and accrued interest.
Consolidated financial statements
Registration document 2009 / Casino Group
An immediate 1% rise in short-term interest rates applied to variable rate assets and liabilities would have an estimated
maximum impact, after hedging, of plus or minus €8 million on consolidated pre-tax profit (plus or minus €18 million at
31 December 2008).
To protect its financial margin from interest rate volatility, Banque du Groupe Casino hedges its interest rate risk, as follows:
• Borrowings used to finance fixed rate loans are either converted to fixed rate or hedged by fixed rate caps. The notional
amount of the hedges is adjusted to reflect the gradual reduction in the outstanding balance of the corresponding loans.
• Borrowings used to finance adjustable rate loans are converted to fixed rate over a rolling period of at least three months,
for an amount corresponding to forecast loans for the period.
The Group’s other financial instruments are not interest-bearing and are therefore not exposed to any interest rate risk.
NOTE 31 • OTHER LIABILITIES
2009
Non-current
Non-current derivatives recognised as liabilities
Accrued taxes and employee benefits expense
Other liabilities
Current
2008
Total
Non-current
Current
Total
–
12
12
29
27
56
161
1,277
1,438
22
1,210
1,232
25
547
572
28
536
564
Amounts due to suppliers of fixed assets
–
151
151
–
276
276
Current account advances
–
51
51
–
40
40
Finance payables (credit business)
–
583
583
–
593
593
Deferred income
–
166
166
–
85
85
186
2,786
2,972
78
2,767
2,845
Total
The maximum exposure to credit risk on the balance sheet date is the carrying amount.
NOTE 32 • FAIR VALUE OF FINANCIAL LIABILITIES
NOTE 32.1 • COMPARISON OF CARRYING AMOUNT AND FAIR VALUE
The fair values of liabilities recognised at fair value are determined as follows:
• Bonds are measured at fair value based on observable market data, for the portion hedged by a fair value hedge.
• Derivative financial instruments are valued (internally or externally) on the basis of the usual valuation techniques for this
type of instrument. Valuation models are based on observable market data (mainly the yield curve) and counterparty quality. These instruments are mainly classified in Level 2.
• Put options granted to minority shareholders are measured in accordance with the contractual calculation terms and are
discounted where applicable. These put options are mainly classified as Level 3.
I 133
134
I
Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
The following tables compare the carrying amount of financial liabilities with their fair value.
€ millions
2009
2009
Nonfinancial
liabilities
(B)
Total
financial
liabilities
(A) - (B)
2009
Liabilities
at fair value
through
profit or loss
Liabilities
at amortised
cost
Fair value
of financial
liabilities
Financial liabilities
Carrying
amount
(A)
Bonds (current and non-current portion)
5,187
–
5,187
–
5,187
5,416
Other borrowings (current and non-current portion)
1,079
–
1,079
–
1,079
1,089
Finance lease liabilities (current and non-current portion)
131
–
131
–
131
131
Derivative instruments (fair value hedges)
recognised in liabilities
249
–
249
249
–
249
Put options granted to minority shareholders (i)
80
–
80
80
–
80
Trade payables
4,327
–
4,327
–
4,327
4,327
Other liabilities
2,972
1,466
1,506
12
1,494
1,506
Bank overdrafts
352
–
352
352
–
352
(i) See note 29.1.2.
During the period, no financial liabilities were transferred out of or into Level 3. Movements in Level 3 financial liabilities are
disclosed in note 29.1.2.
€ millions
2008 adjusted
2008
Carrying amount per IAS 39
2008
adjusted
Nonfinancial
liabilities
(B)
Total
financial
liabilities
(A) - (B)
adjusted
Liabilities
at fair value
through
profit or loss
Liabilities
at amortised
cost
Fair value
of financial
liabilities
Financial liabilities
Carrying
amount
(A)
Bonds (current and non-current portion)
4,327
–
4,327
–
4,327
3,975
Other borrowings (current and non-current portion)
1,303
–
1,303
2
1,301
1,319
169
–
169
–
169
169
164
–
164
164
–
164
625
Finance lease liabilities (current and non-current portion)
Derivative instruments (fair value hedges)
recognised in liabilities
Put options granted to minority shareholders (i)
625
–
625
Trade payables
4,511
–
4,511
Other liabilities
2,845
1,316
1,528
Bank overdrafts
404
–
404
–
625
4,511
4,511
56
1,472
1,528
404
–
404
(i) See note 29.1.2.
NOTE 32.2 • MATURITIES OF FINANCIAL LIABILITIES
MATURITIES AT 31 DECEMBER 2009
€ millions
Carrying amount
Within one year
Due in one
Due beyond
to five years
five years
Financial liabilities
Bonds
Other borrowings
Finance lease liabilities
Derivative instruments (fair value hedges) recognised in liabilities
Put options granted to minority shareholders (i)
5,187
1,079
131
249
80
427
403
43
67
77
Trade payables
4,327
4,327
–
–
Other liabilities
2,972
2,786
174
11
352
352
–
–
Bank overdrafts
(i) See note 29.1.2.
3,992
643
76
183
3
769
33
12
–
–
Consolidated financial statements
Registration document 2009 / Casino Group
MATURITIES AT 31 DECEMBER 2008 ADJUSTED
€ millions
Carrying amount
Within one year
Financial liabilities
Bonds
Other borrowings
Finance lease liabilities
Derivative instruments (fair value hedges) recognised in liabilities
Put options granted to minority shareholders (i)
4,327
1,303
169
164
626
618
398
50
30
442
Trade payables
4,511
Other liabilities
2,845
404
Bank overdrafts
Due in one
Due beyond
to five years
five years
3,662
886
108
134
183
47
19
11
–
–
4,511
–
–
2,767
78
–
404
–
–
(i) See note 29.1.2.
NOTE 33 • EXCHANGE RATES
EXCHANGE RATES AGAINST THE EURO
2009
US dollar (USD)
Polish zloty (PLN)
Argentine peso (ARS)
Uruguayan peso (UYP)
Thai baht (THB)
Colombian peso (COP)
Brazilian real (BRL)
Venezuelan bolivar (VEF) (see note 2)
Vietnamese dong (VND)
2008
Closing rate
Average rate
Closing rate
Average rate
1.4406
4.1045
5.4992
28.1878
47.9860
2,944.9400
2.5113
3.0961
26,644.8000
1.3933
4.3298
5.2020
31.3083
47.7751
2,982.8900
2.7706
2.9924
23,786.8985
1.3917
4.1535
4.8631
34.3869
48.2850
3,162.8900
3.2436
3.0262
24,644.0000
1.4706
3.5151
4.6420
30.5817
48.4560
2,873.4283
2.6745
3.1570
23,960.8182
NOTE 34 • OFF-BALANCE SHEET COMMITMENTS
The completeness of this information is checked by the Finance, Legal and Tax departments, which also participate in
drawing up contracts that are binding on the Group.
NOTE 34.1 • COMMITMENTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS
€ millions
2009
2008
Bonds and guarantees received from banks
Security for receivables
Undrawn confirmed lines of credit
25
99
2,113
31
106
2,143
Total commitments received
2,237
2,280
Bonds and guarantees given
Security interests granted to third parties (i)
Confirmed customer credit facilities (ii)
Other commitments given
226
89
1,274
38
238
68
1,340
33
Total commitments given
1,628
1,680
Other reciprocal commitments
40
70
Total reciprocal commitments
40
70
(i) Security interests granted to third parties comprise pledges on various properties owned by GPA given to the Brazilian tax authorities.
(ii) Confirmed credit facilities granted to customers of Banque du Groupe Casino, in the amount of €1,274 million, can be drawn down at any time. The
total corresponds to facilities recognised by the French Banking Commission for inclusion in the calculation of capital adequacy ratios, i.e. excluding
accounts that have been dormant for two years.
I 135
136
I
Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
French subsidiaries’ commitments in respect of the mandatory personal training entitlement (“DIF”) amounted to 5,432,740
hours at 31 December 2009, versus 4,027,977 hours at 31 December 2008. The amount of entitlement used during the year
totalled 49,858 hours.
The Group has been notified of tax reassessments related to 1998, concerning utilisations of tax loss carryforwards contested by the tax authorities and a provision for impairment in value of fixed assets, which the tax authorities consider as
non-deductible. The Group has contested these reassessments and is confident of a favourable outcome. Consequently, no
provision has been set aside for the additional tax claimed. In October 2008, the administrative court found in favour of the
tax authorities on the second count. The Group contests this ruling and has appealed. The risk not provided for amounts to
€11 million.
NOTE 34.2 • OTHER COMMITMENTS
€ millions
2009
2008
Seller’s warranty given in connection with the disposal of: (i)
Polish business
Smart & Final shares
Assets sold to the AEW Immocommercial property mutual fund
Assets sold to the Immocio property mutual fund
Assets sold to the SPF1 property mutual fund
68
3
5
5
8
76
3
28
5
–
Other commitments given
22
15
Total commitments given
111
127
Written put options (ii)
Monoprix
Franprix-Leader Price
Disco (Uruguay)
Sendas Distribuidora (Brazil)
1,551
1,200
194
49
108
1,540
1,200
236
49
55
Total reciprocal commitments
1,551
1,540
Total other commitments
1,662
1,667
(i) The Group has given the customary warranties in connection with its disposals, as follows:
• In 2006, Casino gave the buyer of its interest in Leader Price Polska a seller’s warranty covering any risks pre-dating the sale that were not covered
by provisions in the balance sheet. The amount of the warranty was capped at €17 million and was valid for 18 months. The amount for tax-related risks is capped at €50 million and is valid for a period corresponding to the statute of limitations.
• Following a claim under this warranty, in September 2009 the arbitration board ordered the Group to pay and recognise as a liability the sum of
€14 million. Casino has appealed against this ruling. The residual risk of €36 million is purely theoretical as Leader Price Polska has already been
subject to two tax audits during the warranty period. However, Casino has received a new claim for €6 million, which it believes to be unfounded.
• Mayland (formerly Géant Polska) has given the buyer of the hypermarkets business a sellers’ warranty covering any risks pre-dating the sale that
are not covered by provisions in the completion balance sheet. The amount of the warranty is capped at €46 million and is valid for 24 months as
of the sale date and for 8 years in the case of environmental claims. The amount of the warranty decreases gradually as of 2008 and was €37 million at 31 December 2009. After deduction of a €5 million provision for risks, the net amount presented in the table above is €32 million.
• Immobilière Groupe Casino has given the AEW Immocommercial property mutual fund a warranty covering any loss arising from non-compliance
with representations and warranties made. The warranty is capped at €23 million until 31 March 2009 and at €5 million until 31 May 2009. In
2009, Immocommercial called on the warranty in an amount of €24 million, providing a list of damage and an assessment of the compensation
claimed. The Group is confident that this dispute will be resolved with no material impact on the consolidated financial statements.
• Following the property disposals made in 2009, the Group is now the tenant under traditional fixed-rent commercial leases. The Group has issued
a guarantee covering the risk of vacancy should it decide to vacate the premises after the first three-year lease break and fail to find a new tenant
on similar financial terms and conditions. The guarantee is valid from the first day of the fourth year to the final day of the sixth year. The guarantee is conditional and cannot be quantified.
• When Vindémia sold its production activities in Reunion, it committed to specific purchase volumes for a period of five years. To date, these volumes have been met.
Consolidated financial statements
Registration document 2009 / Casino Group
(ii) Under the terms of the option contracts, the exercise price of written put and call options may be determined using earnings multiples, based on the
latest published earnings for options exercisable at any time and earnings forecasts or projections for options exercisable as of a given future date.
In many cases, the put option written by the Group is matched by a call option written by the other party. For these options, the value shown corresponds to that of the written put.
In accordance with IAS 32, put options granted to minority shareholders of fully-consolidated subsidiaries are recognised as financial liabilities at
their discounted present value or their fair value (see note 1.5.20).
Monoprix : on 22 December 2008, Casino and Galeries Lafayette signed an amendment to their March 2003 strategic agreement which suspends
the exercise of their respective put and call options on Monoprix shares for three years.
As a result, Casino’s call on 10% of Monoprix’s outstanding shares and Galeries Lafayette’s put on 50% of Monoprix’s capital will be exercisable only
as of 1 January 2012. The other terms and conditions of exercise remain unchanged.
The other terms of the March 2003 strategic agreement remain unchanged.
The Group commissioned an external valuation at 31 December 2009. The external expert estimated the value of 100% of Monoprix shares at
between €2,100 and €2,600 million. The contingent liability covering 50% of Monoprix shares has been disclosed at a value of €1,200 million.
Franprix-Leader Price : put options have been granted on shares in a large number of companies that are not wholly-owned by the Group. The options are exercisable until 2043 at a price based on the operating profits of the companies concerned.
Uruguay : Groupe Casino has granted a put option on 29.3% of Disco’s capital to the family shareholders. The option is exercisable until 21 June
2021 at a price based on the Disco sub-group’s consolidated operating profit, with a floor of US$52 million plus interest at 5% per year.
Brazil : GPA has granted the Sendas family a put option on their 42.57% holding in Sendas Distribuidora, giving them the right to exchange their
shares for GPA preferred non-voting shares. GPA may settle the put option either in shares or in cash as it deems appropriate. On 5 January 2007,
the Sendas family advised the Group of its intention to exercise the put option. The exercise price of the put option is currently in dispute.
Accordingly, the GPA preferred non-voting shares had not been transferred at 31 December 2009. The commitment is recognised under contingent
liabilities.
The Group has granted the Diniz family, with whom it exercises joint control over GPA in Brazil, two put options on shares in GPA’s head holding company, covering 0.4% and 7.6% of GPA’s share capital respectively. The first option is exercisable as of 2012 should Casino decide to invoke its right to
elect the Chairman of the Board of Directors of the head holding company at that time. If the first put option is exercised, the second will become
exercisable for a period of eight years as of June 2014. The Group has a call option on the shares covered by the first put option representing 0.4% of
GPA’s share capital, subject to certain conditions.
Lastly, under its partnership with Corin, Mercialys has acquired 60% of the joint rights over certain real estate assets in Corsica for €90 million. If the
joint ownership agreement is not renewed by 15 June 2011, Corin and Mercialys will transfer their joint rights to a new company. Mercialys has undertaken to acquire Corin’s joint rights (40%) or its shares in the newly-created company, on the following terms and conditions:
• Mercialys irrevocably undertakes to acquire Corin’s joint rights (or its shares in the newly-created company), subject to its right to make a counterproposal, and Corin irrevocably undertakes to sell its rights to Mercialys.
• If Corin exercises its option, Mercialys may, as from 31 January 2017, either assign its rights and obligations to a third party or execute its commitment by offering Corin the right to acquire its joint rights. The method of valuing the assets is set out in the agreement. In this latter case, a 20%
discount will be applied. Corin may also assign the benefit of the option to a third party.
The options are contingent liabilities, the outcome of which is not foreseeable. If exercised, the value of the assets determined in accordance with
the agreement will be representative of the market value.
NOTE 34.3 • LEASE COMMITMENTS
Note 34.3.1 • Finance leases on property where the Group is lessee
The Group has leases on owner-occupied property and investment property. Actual future minimum lease payments under
these leases and the present value of the future minimum payments are as follows:
FINANCE LEASES ON PROPERTY WHERE THE GROUP IS LESSEE
€ millions
2009
Future minimum lease
payments
Present value of future
minimum lease payments
Due within one year
12
10
Due in one to five years
46
41
Due beyond five years
19
7
Total future minimum lease payments
77
Interest cost
(19)
Total present value of future minimum lease payments
58
58
I 137
138
I
Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
€ millions
2008
Future minimum lease
payments
Present value of future
minimum lease payments
Due within one year
14
Due in one to five years
48
40
Due beyond five years
24
14
Total future minimum lease payments
86
Interest cost
(21)
Total present value of future minimum lease payments
65
10
65
The Group has finance leases and leases with purchase options on equipment. Actual future minimum lease payments under
these equipment leases and the present value of the future minimum payments are as follows:
FINANCE LEASES ON EQUIPMENT WHERE THE GROUP IS LESSEE
€ millions
2009
Future minimum lease
payments
Present value of future
minimum lease payments
Due within one year
41
37
Due in one to five years
42
35
Due beyond five years
–
–
Total future minimum lease payments
83
Interest cost
(10)
Total present value of future minimum lease payments
73
€ millions
73
2008
Future minimum lease
payments
Present value of future
minimum lease payments
Due within one year
47
45
Due in one to five years
72
61
Due beyond five years
–
–
Total future minimum lease payments
119
Interest cost
(14)
Total present value of future minimum lease payments
106
106
Note 34.3.2 • Operating leases on property where the Group is lessee
The Group has operating leases on properties used in the business that do not meet the criteria for classification as finance
leases. The present value of future minimum payments under non-cancellable operating leases breaks down as follows:
OPERATING LEASES ON PROPERTY WHERE THE GROUP IS LESSEE
€ millions
2009
2008
Future minimum lease
payments
Future minimum lease
payments
Due within one year
338
389
Due in one to five years
634
709
Due beyond five years
455
504
Consolidated financial statements
Registration document 2009 / Casino Group
The Group has operating leases on certain items of equipment that it does not wish to ultimately own. The present value of
future minimum payments under operating leases on equipment breaks down as follows:
OPERATING LEASES ON EQUIPMENT WHERE THE GROUP IS LESSEE
€ millions
2009
2008
Future minimum lease
payments
Future minimum lease
payments
Due within one year
26
26
Due in one to five years
32
34
Due beyond five years
–
–
Future minimum lease payments receivable under non-cancellable sub-leases amounted to €23 million at 31 December 2009.
Note 34.3.3 • Operating leases where the Group is lessor
The Group is also a lessor through its property activity. Future minimum lease payments receivable under non-cancellable
operating leases break down as follows:
€ millions
2009
2008
Future minimum lease
payments
Future minimum lease
payments
Due within one year
181
201
Due in one to five years
159
247
Due beyond five years
25
86
Conditional rental revenue received by the Group included in the income statement in 2009 amounted to €1 million.
NOTE 35 • CONTINGENT ASSETS AND LIABILITIES
In the normal course of its business, the Group is involved in a number of legal or arbitration proceedings with third parties or
with the tax authorities in certain countries. Provisions are taken to cover such proceedings when the Group has a legal, contractual or constructive obligation towards a third party at the year-end, it is probable that an outflow of resources embodying
economic benefits will be required to settle the obligation, and the amount of the obligation can be reliably estimated.
Contingent liabilities in associates and joint ventures are presented in notes 17.2 and 18.2.
Dispute with the Baud family
On 2 July 2009, the Arbitration Tribunal delivered its ruling in the dispute between Casino and the Baud family. The tribunal
found that Casino had just cause to dismiss the Baud family members from the management bodies of Franprix and Leader
Price, thus acknowledging its right to take over operational management of Franprix and Leader Price.
The tribunal consequently confirmed that the value of the Baud family’s remaining interests in Franprix and Leader Price,
respectively 5% and 25%, should be calculated on a multiple of 14 times the average 2006 and 2007 earnings of the two companies, which corresponds to the position taken by Casino in its previous financial statements.
As provided for under the agreement and in accordance with the tribunal’s ruling, the final price of the Baud family’s interest in
Franprix and Leader Price (mainly held by a Belgian company called Baudinter) resulting from the exercise of their put options
on 28 April 2008, was calculated on the basis of a 14 times earnings multiple by an independent expert appointed to resolve
the remaining issues of dispute between the parties. It amounted to €428.6 million and was paid by the Group on 12 November
2009. Casino now owns 100% of the share capital of Franprix and Leader Price. The Baud family’s claims for interest on the
purchase consideration and for compensation in lieu of dividends will be examined at a later date by the Arbitration Board, in
line with the ruling handed down on 2 July 2009.
As a precaution, any 2006 through 2008 dividend rights attached to the Franprix and Leader Price shares that are contested
by Casino have been recognised in other current liabilities for an amount of €67 million.
I 139
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I
Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
As regards the dispute over the organisation and operation of Geimex, a company owned jointly and equally by Casino and
the Baud family which owns the international rights to the Leader Price brand (all markets other than mainland France and
the French overseas departments and territories), an acting director was appointed in May 2008 by the Paris commercial
court. The 2006, 2007 and 2008 financial statements have since been approved by the acting director and were submitted to
a general shareholders’ meeting in September and December 2009. They were not approved by the shareholders.
Geimex is proportionately consolidated in the Group’s financial statements. Casino’s interest in this company amounts to
€76 million, including €62 million in goodwill.
Unicentro dispute (Colombia)
In the second half of 2009, a dispute arose over the ownership of an asset in Colombia. An initial ruling ordered Casino’s
subsidiary Exito to return the asset to a third party. Exito’s appeal against the ruling was rejected and Exito has now appealed
to the constitutional court. The Group believes it is within its rights and that the initial ruling should be overturned.
NOTE 36 • RELATED PARTY TRANSACTIONS
Related parties are:
• parent companies;
• entities that exercise joint control or significant influence over the entity;
• subsidiaries;
• associates;
• joint ventures;
• members of the entity’s administrative, management and supervisory bodies.
The Company has relations with all its subsidiaries in its day-to-day management of the Group. It also receives advice
from its majority shareholder, Groupe Rallye, through Euris, the ultimate holding company, under a strategic advice and
assistance contract signed in 2003.
The related party transactions presented below mainly concern routine transactions with companies over which group
Casino exercises joint control or significant influence, which are respectively proportionately consolidated or accounted
for by the equity method. These transactions are carried out on arm’s length terms.
Related party transactions with individuals (directors, corporate officers and members of their families) and with parent
companies are not material.
NOTE 36.1 • RELATED PARTY TRANSACTIONS
€ millions
2009
Transactions
2008
Balances
Transactions
Balances
Transactions with joint ventures
Loans
–
4
–
4
Receivables
9
81
54
72
Payables
3
86
33
82
Expense
44
–
47
–
Income
51
–
52
–
–
Transactions with associates
Loans
39
39
–
Receivables
(1)
–
1
1
Payables
–
–
(1)
–
Expense
22
–
25
–
Income
1
–
1
–
Consolidated financial statements
Registration document 2009 / Casino Group
NOTE 36.2 • GROSS REMUNERATION AND BENEFITS OF THE MEMBERS OF THE EXECUTIVE COMMITTEE
AND THE BOARD OF DIRECTORS
€ millions
2009
2008
Short-term benefits excluding payroll taxes (i)
7
9
Payroll taxes on short-term benefits
2
3
Termination benefits
1
1
Share-based payments (ii)
2
1
12
14
Total
(i) Gross salaries, bonuses, discretionary and statutory profit-sharing, benefits in kind and directors’ fees.
(ii) Expense recognised in the income statement in respect of stock option and share grant plans.
The members of the Group Executive Committee are not entitled to any specific pension benefit.
NOTE 37 • SUBSEQUENT EVENTS
Devaluation of the bolivar and nationalisation of Venezuelan operations
In January 2010, the Venezuelan government announced a devaluation of the bolivar and the nationalisation of the Group’s
operations. These two events, which are described in the note entitled “Significant Events of the Period”, are events which are
indicative of conditions that arose after the balance sheet date (non-adjusting event).
Commercial paper issue
In early February 2010, the Group made two issues of commercial paper for an amount of, respectively, €110 million maturing on 4 March 2010 and €50 million maturing on 8 March 2010. The notes pay interest at, respectively, one-month Euribor
plus + 3.5 basis points and one-month Euribor plus 5.5 basis points.
Bond exchange
On 26 January 2010, the Group launched an offer to exchange its 2012 and 2013 bonds for a new bond maturing February
2017 and paying interest equivalent to midswap plus 135 basis points. A total of €888 million worth of the new bonds have
been issued. Qualifying holders tendered around €1.5 billion in notes, reducing the bond redemptions due in 2012 and 2013
by, respectively, €440 million and €354 million.
NOTE 38 • STATUTORY AUDITORS’ FEES
Fees paid in respect of the audit of Groupe Casino’s financial statements amounted to €9 million in 2009.
Fees for other direct audit-related work amounted to €0.4 million in 2009.
I 141
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Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
NOTE 39 • MAIN CONSOLIDATED COMPANIES
At 31 December 2009, Groupe Casino comprised some 1,372 consolidated companies. The main companies are listed below.
Company
% interest
Consolidation
method
Casino, Guichard-Perrachon SA
Parent
FRANCE
Retailing
Casino Carburants SAS
100.00
FC
Casino Services SAS
100.00
FC
Casino Vacances SNC
100.00
FC
Casino Information Technology SAS
100.00
FC
98.00
FC
Comacas SNC
100.00
FC
Distribution Casino France SAS
100.00
FC
49.99
PC
Club Avantages SAS
Distridyn SA
Dunnhumby France SAS
50.00
PC
Easydis SAS
100.00
FC
EMC Distribution SAS
100.00
FC
Floréal SA
100.00
FC
Geimex SA
49.99
PC
• Monoprix SA group
50.00
PC
Société Auxiliaire de Manutention Accélérée de Denrées Alimentaires (S.A.M.A.D.A.)
(i)
100.00
FC
Monoprix Exploitation (MPX)
(i)
100.00
FC
Transports et Affrètements Internationaux Combinés (T.A.I.C.)
(i)
100.00
FC
Société L.R.M.D.
(i)
100.00
FC
Naturalia
(i)
100.00
FC
Monop'
(i)
100.00
FC
50.00
100.00
PC
FC
Régie Média Trade SAS
Serca SAS
• Franprix-Leader Price group
Franprix-Leader Price
100.00
FC
Baud SA
(ii)
100.00
FC
Cafige
(ii)
60.00
FC
Cofilead
(ii)
60.00
FC
Cogefisd
(ii)
84.00
FC
64.39
EM
DBA
(ii) and (iii)
Distribution Leader Price
(ii)
100.00
FC
Figeac
(ii)
84.00
FC
Franprix Distribution
(ii)
100.00
FC
Franprix Holding
(ii)
100.00
FC
H2A
(ii)
60.00
FC
HD Rivière
(ii)
40.00
EM
Leader Price Holding
(ii)
100.00
FC
FC: Full Consolidation – PC: Proportionate Consolidation – EM: Equity Method
Consolidated financial statements
Registration document 2009 / Casino Group
Company
% interest
Consolidation
method
• Franprix-Leader Price group (cont.)
Leadis Holding
(ii)
100.00
FC
Lecogest
(ii)
100.00
FC
Minimarché
(ii)
95.00
FC
Patrick Fabre Distribution
(ii)
40.00
EM
Pro Distribution
(ii)
49.00
EM
R.L.P Investissement
(ii)
100.00
FC
Retail Leader Price
(ii)
100.00
FC
S.R.P.
(ii)
100.00
FC
Sarjel
(ii)
49.00
EM
Sarl Besançon Saint Claude
(ii)
100.00
FC
Sédifrais
(ii)
96.80
FC
SI2M
(ii)
40.00
EM
Sodigestion
(ii)
60.00
FC
Sofigep
(ii)
100.00
FC
Surgénord
(ii)
96.80
FC
• Codim group
Balcadis 2 SNC
100.00
FC
Codim 2 SA
100.00
FC
Costa Verde SNC
100.00
FC
Fidis 2 SNC
100.00
FC
Hyper Rocade 2 SNC
100.00
FC
Lion de Toga 2 SNC
100.00
FC
Pacam 2 SNC
100.00
FC
Poretta 2 SNC
100.00
FC
Prical 2 SNC
99.00
FC
Prodis 2 SNC
100.00
FC
Semafrac SNC
100.00
FC
SNC des Cash Corses
100.00
FC
Sodico 2 SNC
100.00
FC
Sudis 2 SNC
100.00
FC
Unigros 2 SNC
100.00
FC
100.00
100.00
100.00
100.00
100.00
20.48
26.74
37.66
FC
FC
FC
FC
FC
EM
EM
EM
Property
• Property group
IGC Services SAS
L’Immobilière Groupe Casino SAS
Dinetard SAS
Sudéco SAS
Uranie SAS
AEW Immocommercial
Vivéris
Shopping Property Fund 1
FC: Full Consolidation – PC: Proportionate Consolidation – EM: Equity Method
I 143
144
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Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
Company
% interest
Consolidation
method
• Mercialys group (listed company)
Mercialys SA
51.38
FC
Mercialys gestion SAS
(viii)
100.00
FC
SCI Toulon Bon Rencontre
(viii)
96.67
FC
SCI Bourg en Bresse Kennedy
(viii)
96.47
FC
SCI Centre commercial Kerbernard
(viii)
98.31
FC
Point Confort SA
(viii)
100.00
FC
Corin Asset Management SAS
(viii)
40.00
PC
Méry 2 SAS
(viii)
100.00
FC
La Diane SCI
(viii)
100.00
FC
• Property development
Plouescadis
99.84
FC
Sodérip SNC
99.84
FC
IGC Promotion SAS
99.84
FC
Onagan
99.84
FC
Alcudia Promotion
99.84
FC
SCI Caserne de Bonne
100.00
FC
SCI Les Halles des Bords de Loire
100.00
FC
Other businesses
Banque du Groupe Casino SA
60.00
PC
Casino Restauration SAS
100.00
FC
Restauration collective Casino SAS
100.00
FC
Villa Plancha
100.00
FC
Cdiscount SA
80.90
FC
100.00
FC
FC
INTERNATIONAL
Poland
Mayland (ex-Géant Polska)
• Polish property development
Centrum handlowe Pogoria
(vii)
25.16
Centrum Handlowe Jantar
(vii)
25.16
FC
Espace Warszawa
(vii)
25.16
FC
(ix)
57.08
FC
63.15
FC
Netherlands
Groupe Super de Boer (listed company)
Thailand
Big C group (listed company)
FC: Full Consolidation – PC: Proportionate Consolidation – EM: Equity Method
Consolidated financial statements
Registration document 2009 / Casino Group
Company
% interest
Consolidation
method
Argentina
Leader Price Argentina SA
Libertad SA
100.00
100.00
FC
FC
96.55
62.49
FC
PC
(iv)
68.84
PC
33.67
PC
Barcelona
(v)
100.00
FC
Banco Investcred
(v)
50.00
EM
Globex Utilidades
(v)
95.46
FC
GPA Holland B.V.
(v)
100.00
FC
GPA Panamá Trading Corp.
(v)
100.00
FC
Miravalles
(v)
50.00
EM
Novasoc Comercial Ltda.
(v)
100.00
FC
PAFIDC
(v)
100.00
FC
PA Publicidade Ltda.
(v)
100.00
FC
Sendas Distribuidora S/A
(v)
57.43
FC
Sé Supermercados Ltda.
(v)
100.00
FC
Xantocarpa Participações Ltda.
(v)
100.00
FC
Uruguay
Devoto
Grupo Disco Uruguay
Brazil
Wilkes
• GPA group (listed company) (ex- CBD)
Colombia
• Exito group (listed company)
54.80
FC
Carulla Vivero SA
(vi)
99.87
FC
Distribuidora de Textiles y Confecciones SA DIDETEXCO
(vi)
97.75
FC
Patrimonio Autonomo San Pedro Plaza
(vi)
51.00
FC
Bonuela
100.00
FC
Cativen
65.69
FC
100.00
FC
Venezuela
Indian Ocean
Vindémia group
FC: Full Consolidation – PC: Proportionate Consolidation – EM: Equity Method
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Consolidated financial statements
Registration document 2009 / Casino Group
Notes to the consolidated
financial statements
Company
% interest
Consolidation
method
French and international holding companies
Bergsaar BV
100.00
FC
Casino International SAS
100.00
FC
Casino Ré SA
100.00
FC
Coboop BV
100.00
FC
Géant Foncière BV
100.00
FC
Géant Holding BV
100.00
FC
Géant International BV
100.00
FC
Gelase SA
100.00
FC
97.91
FC
Forézienne de participations
100.00
FC
IRTS
100.00
FC
Latic
100.00
FC
Marushka Holding BV
100.00
FC
Pachidis SA
100.00
FC
Polca Holding SA
100.00
FC
Ségisor SA
100.00
FC
Tevir SA
100.00
FC
Theiadis SAS
96.50
FC
Spice Espana
100.00
FC
Vegas Argentina
100.00
FC
Intexa (listed company)
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
The percentage interest corresponds to the percentages held by the Monoprix sub-group.
The percentage interest corresponds to the percentages held by the Franprix-Leader Price sub-group.
The Franprix-Leader Price sub-group holds 49% of DBA’s voting rights.
The Group holds 50% of Wilkes’ voting rights.
The percentage interest corresponds to the percentages held by the GPA sub-group.
The percentage interest corresponds to the percentages held by the Exito sub-group.
In 2008, Casino entered into a partnership agreement with the Whitehall funds managed by Goldman Sachs, for developing shopping centres
mainly in Poland. Several new companies were created for this purpose: DTC Finance BV, DTC Développement 1 BV, DTC Développement 2 BV, DTC
Développement 3 BV, Centrum Handlowe Pogoria, Centrum Handlowe Jantar and Espace Warszawa. They are 51%-owned by the Group and are
fully consolidated as Casino owns the majority of the voting rights and receives the majority of the development margin.
(viii) The percentage interest corresponds to the percentages held by the Mercialys sub-group.
(ix) Super de Boer sold all its assets and liabilities in December 2009 (see note 10).
FC: Full Consolidation – PC: Proportionate Consolidation – EM: Equity Method
Parent company financial statements
Registration document 2009 / Casino Group
Parent company
financial
statements
148. Statutory Auditors’ Report on the annual financial statements
149. Income statement
150. Balance sheet
152. Cash flow statement
153. Notes to the parent company financial statements
153. Significant accounting policies
155. Notes to the income statement and balance sheet
173. Five-year financial summary
174. List of subsidiaries and associates
176. Statutory Auditors’ Report on related party agreements
and commitments
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Parent company financial statements
Registration document 2009 / Casino Group
Statutory
Auditors’ Report
on the annual financial statements
This is a free translation into English of the statutory auditors’ report issued in the French language and is provided solely for the
convenience of English-speaking readers. This report includes information specifically required by French law in such reports,
whether qualified or not. This information is presented below the opinion on the financial statements and includes (an) explanatory
paragraph(s) discussing the auditors’ assessment(s) of certain significant accounting and auditing matters. These assessments were
made for the purpose of issuing an audit opinion on the financial statements taken as a whole and not to provide separate assurance
on individual account captions or on information taken outside the financial statements.
This report should be read in conjunction with, and is construed in accordance with French law and professional auditing standards
applicable in France.
In compliance with the assignment entrusted to us by your shareholders’ meeting, we hereby report to you, for the year ended December 31, 2009, on:
• the audit of the accompanying annual financial statements of Casino, Guichard-Perrachon;
• the justification of our assessments;
• the specific verifications and information required by French law.
These annual financial statements have been approved by the Board of Directors. Our role is to express an opinion on these financial
statements based on our audit.
I. OPINION ON THE FINANCIAL STATEMENTS
We conducted our audit in accordance with the professional standards applicable in France. Those standards require that we plan
and perform the audit to obtain reasonable assurance whether
the financial statements are free of material misstatement. An
audit involves performing procedures, by audit sampling and
other selective testing methods, to obtain audit evidence about
the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used, the
significant estimates made by the management, and the overall
financial statements presentation. We believe that the evidence
we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
In our opinion, the financial statements present fairly, in all material respects, the financial position of the company at December
31, 2009 and the results of its operations for the year then ended,
in accordance with the accounting rules and principles applicable
in France.
II. JUSTIFICATION OF ASSESSMENTS
In accordance with the requirements of article L. 823-9 of the
French commercial code (Code de Commerce)) relating to the
justification of our assessments, we bring to your attention the
following matters:
Note 1 “Accounting policies” of the financial statements describes
the accounting methods relating to the investments. This information is completed by additional information in link with this
closing, delivered in note 6 “Investments”.
As part of our assessment of the accounting methods followed
by your company, we examined the available documentation, assessed the reasonableness of the estimates and verified that the
footnotes give adequate information on the assumptions used
therein.
These assessments were made as part of our audit of the financial
statements taken as a whole and, therefore, contributed to our
audit opinion expressed in the first part of this report.
III. SPECIFIC VERIFICATION AND INFORMATION
We have also performed the specific verifications required by
French law.
We have no matters to report regarding the following:
• the fair presentation and consistency with the financial statements of the information given in the directors’ report and in the
documents addressed to the shareholders with respect to the
financial position and the financial statements;
• the fair presentation of the information given in the directors’
report in respect of remunerations and benefits granted to the
relevant directors and any other commitments made in their
favour in connection with, or subsequent to, their appointment,
termination or change in current function.
In accordance with French law, we have ensured that the required
information concerning the purchase of investments and controlling interests and the names of the principal shareholders and
holders of voting rights has been properly disclosed in the directors’ report.
Lyon and Paris, March 10, 2010
The Statutory Auditors
Ernst & Young Audit
Sylvain Lauria Daniel Mary-Dauphin
Cabinet Didier Kling & Associés
Christophe Bonte Didier Kling
Parent company financial statements
Registration document 2009 / Casino Group
Income
statement
for the years ended 31 December 2009 and 2008
€ millions
NOTES
2009
2008
Operating income
Operating expense
1
1
163.9
(112.4)
150.3
(96.3)
51.5
54.0
261.3
95.8
312.8
149.8
(26.3)
116.9
(77.8)
83.8
Operating profit
Net financial income
2
Recurring profit before tax
Non-recurring income/(expense)
Income tax (expense)/benefit
NET PROFIT FOR THE PERIOD
3
4
403.4
155.8
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Parent company financial statements
Registration document 2009 / Casino Group
Balance
sheet
for the years ended 31 December 2009 and 2008
ASSETS
€ millions
NOTES
2009
2008
FIXED ASSETS
Intangible assets
Amortisation and impairment
5
Property, plant and equipment
Depreciation
5
Long-term investments (a)
Impairment
6
Total fixed assets
17.0
(0.9)
17.0
(0.6)
16.1
16.4
13.4
(3.9)
12.8
(2.7)
9.5
10.2
9,390.6
(18.0)
9,629.5
(249.8)
9,372.6
9,379.6
9,398.2
9,406.1
3,912.1
CURRENT ASSETS
Trade and other receivables (b)
7
4,630.2
Marketable securities
8
455.9
87.1
Cash
8
723.0
732.4
5,809.1
4,731.5
2.8
12.3
15,210.1
14,149.9
5.3
–
5.2
–
Total current assets
Accruals and other assets (b)
TOTAL ASSETS
(a) o/w loans due within one year
(b) o/w due beyond one year
9
Parent company financial statements
Registration document 2009 / Casino Group
EQUITY AND LIABILITIES
€ millions
NOTES
Equity
10
7,124.0
7,304.1
Quasi-equity
11
600.0
600.0
Provisions
12
193.9
198.8
Borrowings
Trade payables
Accrued taxes and employee benefits expense
Other liabilities
13
6,473.8
14.6
23.7
780.1
5,475.2
35.8
22.9
513.1
7,292.2
6,046.9
15,210.1
14,149.9
1,889.2
4,649.0
754.0
1,538.8
3,654.1
854.0
Total liabilities (a)
TOTAL EQUITY AND LIABILITIES
(a) o/w due within one year
due in one to five years
due beyond five years
14
2009
2008
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Parent company financial statements
Registration document 2009 / Casino Group
Cash flow
statement
for the years ended 31 December 2009 and 2008
€ millions
2009
2008
OPERATING ACTIVITIES
Net profit for the period
Elimination of non-cash items
Depreciation, amortisation and provisions (other than on current assets)
(Gains)/losses on disposal of fixed assets
Stock dividends received
403.4
155.8
(239.4)
247.9
(197.2)
44.4
10.8
–
Net cash provided by operations
214.7
211.0
Change in working capital requirement – operating activities
(465.4)
(456.5)
Net cash from operating activities
(250.7)
(245.5)
Purchases of fixed assets
Proceeds from disposals of fixed assets
Change in working capital requirement – investing activities
Change in loans granted
(431.3)
307.1
(0.5)
10.5
(176.6)
1.2
(41.3)
18.2
Net cash from investing activities
(114.2)
(198.5)
(284.3)
(3.0)
–
–
2,040.9
(982.5)
(257.6)
8.3
–
–
1,362.4
(1,286.0)
INVESTING ACTIVITIES
FINANCING ACTIVITIES
Dividends paid to shareholders
Proceeds from issuance of shares for cash
(Purchases)/sales of treasury shares and valuation adjustments
Issue of deeply subordinated perpetual bonds
Proceeds from new borrowings
Repayments of borrowings
Net cash from financing activities
771.1
(172.9)
CHANGE IN CASH AND CASH EQUIVALENTS
406.2
(616.9)
Cash and cash equivalents at beginning of year
Cash and cash equivalents at year-end
717.7
1,123.9
1,334.6
717.7
Parent company financial statements
Registration document 2009 / Casino Group
Notes to
the financial statements
SIGNIFICANT ACCOUNTING
POLICIES
Generalities
The financial statements have been prepared in accordance
with French generally accepted accounting principles (1999
general chart of accounts, approved by decree of 22 June
1999), applied consistently from one period to the next.
Property, plant and equipment acquired through mergers or
asset transfers are depreciated over the remaining depreciation period applied by the company that originally held
the assets concerned.
Long-term investments
Intangible assets
Effective from 29 January 2005, in accordance with standard 2004-01 of 4 May 2004, the deficit arising from merger
transactions due to technical reasons is automatically recognised in intangible assets.
Intangible assets are stated at cost and primarily correspond to goodwill, software and technical deficits arising
from merger transactions.
Where appropriate, goodwill is written down to its fair value,
determined based on earnings outlooks for the entities concerned.
Software is amortised over a period of three years.
Property, plant and equipment
Property and equipment are stated at cost.
Depreciation is calculated using the straight-line or reducing balance method, with residual values deemed to be zero.
Accelerated capital allowances, corresponding to the difference between depreciation expense calculated by the reducing balance method for tax purposes and that calculated by
the straight-line method, are recorded under provisions.
The main depreciation periods are as follows:
Asset category
Depreciation
period
Buildings
40 years
Fixtures, fittings and refurbishments
5 to 12 years
Equipment
5 to 10 years
The depreciable amount is the cost of property, plant and
equipment with a nil residual value.
Investments in subsidiaries and associates are stated at
the lower of cost and fair value. However, treasury shares
recorded under long-term investments are not remeasured
to fair value when the Company intends to cancel them.
Fair value is determined using a number of indicators, including (i) Casino, Guichard-Perrachon’s equity in the underlying net assets of the companies concerned at the balance
sheet date; (ii) profitability criteria; (iii) earnings outlooks;
(iv) the share price for listed companies; and (v) the usefulness of the companies for the Group. Further information on
investments in subsidiaries and associates is provided in
Note 6 – Long-term investments.
A similar method of determining fair value is also used where
appropriate for the Company’s other long-term investments.
In accordance with opinion no. 2007-C issued by the CNC’s
Emerging Accounting Issues Committee on 15 June 2007,
Casino, Guichard-Perrachon has elected to capitalise transaction costs on the acquisition of long-term investments and
defer them over a period of five years as of 1 January 2007.
Marketable securities
Marketable securities are stated at the lower of cost and
probable realisable value.
In the case of treasury shares, probable realisable value
corresponds to the average share price for the last month
of the year.
Treasury shares held for allocation to employees on the exercise of stock options are written down on a plan-by-plan basis
if their carrying amount exceeds the option exercise price.
Probable realisable value of other categories of marketable
securities also corresponds to the average market price for
the last month of the year.
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Parent company financial statements
Registration document 2009 / Casino Group
Notes to the parent company
financial statements
SIGNIFICANT ACCOUNTING POLICIES
Receivables
No liability is recognised for plans settled in new shares.
Receivables are stated at their nominal value. Provisions are
booked to cover any default risks.
Application of this standard had no impact on the financial
statements as the Company had not decided at the year-end
whether to settle the plans in existing or new shares.
Exchange differences on translating foreign operations
Other provisions correspond to specifically identified liabilities and charges.
Assets and liabilities denominated in foreign currencies are
translated into euros at the rate prevailing on the balance
sheet date and gains or losses arising on translation are
recorded in the balance sheet under “Unrealised exchange
gains” or “Unrealised exchange losses”. A provision is recorded for unrealised exchange losses.
Provisions
In accordance with CRC standard 2000-06 relating to liabilities, the company records a provision to cover its obligations
to third parties where the settlement of the obligation is
expected to result in an outflow of resources embodying
economic benefits for the third party and where the amount
concerned can be estimated with sufficient reliability.
The Company grants its employees retirement bonuses, determined on the basis of length of service.
In accordance with CNC recommendation 2003 R-01, the
projected benefit obligation representing the full amount
of the employees’ accrued entitlements is recognised in the
balance sheet as a provision. The amount set aside is calculated using the projected unit credit method, taking into
account payroll taxes.
Actuarial gains and losses on retirement benefit obligations are recognised in profit by the corridor method. This
method consists of recognising a specified portion of the
net cumulative actuarial gains and losses that exceed the
greater of (i) 10% of the present value of the defined benefit
obligation and (ii) 10% of the fair value of any plan assets.
The portion of actuarial gains and losses recognised for
each defined benefit plan is the excess that fell outside the
10% “corridor”at the previous reporting date, divided by the
expected average remaining working lives of the employees
participating in that plan.
The Company has also set up stock option plans for executives and employees. A provision is recorded when the carrying amount of the shares held for allocation on exercise of
these options exceeds the option exercise price.
The company applies standard CRC 2008-15 of 4 December
2008 on the accounting treatment of employee liability stock
option and stock grant plans. This standard states that a liability is recognised when it is probable that the company will
allot existing shares to plan beneficiaries. The is measured
on the basis of the probable outflow of economic benefits,
being the probable cost of purchasing the shares if they are
not already held by the company or their “entry cost” on the
date of their allocation to the plan. If the stock options or
stock grants are contingent upon the employee’s presence
in the company for a specific vesting period, the liability is
deferred over that vesting period.
Currency and interest rate instruments
The Company uses various financial instruments to reduce
its exposure to currency and interest rate risks. The nominal
amounts of forward contracts entered into by the Company
are included in off-balance sheet commitments. Gains and
losses arising on interest rate hedges are recognised in the
income statement on an accruals basis.
Recurring profit
Recurring profit includes all income and expense relating to
the Company’s ordinary activities.
Non-recurring income/(expense)
Non-recurring income and expense result from events or
transactions that do not relate to Casino, Guichard-Perrachon’s ordinary activities as a holding company in view of
their nature, frequency or amounts.
Income tax expense
Casino, Guichard-Perrachon is the head of a tax group that
includes the majority of its subsidiaries (85 at 31 December
2009). Each company in the tax group accounts for taxes as
if it were taxed on a stand-alone basis.
Parent company financial statements
Registration document 2009 / Casino Group
NOTES TO THE INCOME
STATEMENT AND BALANCE SHEET
NOTE 1 • OPERATING PROFIT
BREAKDOWN
€ millions
Revenue from services (excluding VAT)
2009
2008
151.2
136.5
Other revenue
9.4
11.0
Reversals of provisions
3.3
2.7
Operating income
163.9
150.3
Purchases and external charges
(85.3)
(73.9)
Taxes other than on income
(2.5)
(1.8)
Employee benefits expense
(21.0)
(18.4)
(1.4)
(1.4)
(0.8)
(1.4)
(0.3)
(0.6)
Operating expense
(112.4)
(96.3)
OPERATING PROFIT
51.5
54.0
Additions to depreciation, amortisation, impairment and provisions:
non-current assets
provisions for contingencies
Other expenses
Expense transfers break down as follows:
€ millions
Purchases and external charges
2009
2008
–
0.5
Employee benefits expense
0.5
0.1
Additions to depreciation, amortisation and provisions
0.1
0.1
Expense transfers
0.6
0.7
2009
2008
REVENUE FROM SERVICES (EXCLUDING VAT)
€ millions
Seconded employees
3.3
3.4
Brand royalties
53.3
56.7
Other
94.6
76.4
151.2
136.5
Revenue from services (excluding VAT)
As the parent and holding company for Groupe Casino, Casino, Guichard-Perrachon’s revenue mainly corresponds to royalties received from subsidiaries for the use of trademarks and brands owned by the company, as well as management fees
billed to subsidiaries.
Casino, Guichard-Perrachon generates 98% of its revenue with companies based in France.
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Parent company financial statements
Registration document 2009 / Casino Group
Notes to the parent company
financial statements
NOTES TO THE INCOME STATEMENT AND BALANCE SHEET
AVERAGE NUMBER OF EMPLOYEES
Number of employees
2009
2008
Managers
37
29
Supervisors
2
1
Other
–
–
Total
39
30
2009
2008
NOTE 2 • FINANCIAL INCOME AND EXPENSE
€ millions
Income from investments in subsidiaries and associates:
Distribution Casino France
Immobilière Groupe Casino
Casino Restauration
Finovadis
Monoprix
Vindémia
Other
–
350.5
–
26.8
70.2
70.0
9.4
82.2
26.8
66.1
70.0
12.1
Total
526.9
257.2
Other investment income
Other financial income
Provision and impairment reversals
Net income from disposals of marketable securities
1.0
3.4
172.9
268.0
30.2
68.2
6.0
7.6
Financial income
737.0
604.4
Interest expense:
Bonds
Additions to amortisation and provisions
Other financial expense
Net expense on disposals of marketable securities
(275.9)
(29.7)
(162.4)
(7.7)
(228.4)
(45.4)
(207.5)
(27.3)
Total financial expense
(475.7)
(508.6)
261.3
95.8
Net financial income/(expense)
Other financial income and expense mainly comprises interest on current accounts with subsidiaries and gains and losses on
interest-rate hedges.
Net income and expense from disposals of marketable securities mainly included a €1.9 million gain on the Company’s cash
investments and a €3.6 million loss on sales of treasury shares.
The main movements in provisions and impairment in 2009 were as follows:
• provision for impairment of Finovadis shares (€25.5 million) and Géant Argentina shares (€2.2 million);
• reversal of provision for impairment of Latic shares (€17.6 million);
• reversal of provisions for liabilities recorded in relation to the redemption price of bonds indexed to the Casino share price
(€7.7 million).
The main movements in provisions in 2008 were as follows:
• provision for impairment of Finovadis shares (€24.2 million) and Tout Pour La Maison shares (€5.1 million);
• provision for liabilities in relation to the redemption price of bonds indexed to the Casino share price (€7.7 million);
• reversal of provisions for impairment of Marushka shares (€61.3 million) and Latic shares (€6.0 million).
Parent company financial statements
Registration document 2009 / Casino Group
NOTE 3 • NET NON-RECURRING INCOME/(EXPENSE)
€ millions
2009
Net gains/(losses) on disposals of intangible assets and property, plant and equipment
2008
–
–
Net gains/(losses) on disposals of investments in subsidiaries and associates
(247.6)
(10.8)
(Gains)/losses on disposal of non-current assets
(247.6)
(10.8)
Provision expense
(26.1)
Provision reversals
262.8
Other non-recurring expense
(33.6)
Other non-recurring income
18.2
(77.2)
11.5
(3.9)
2.6
(26.3)
(77.8)
Net non-recurring income/(expense)
In 2009, net gains and losses on disposals of investments in subsidiaries and associates primarily included:
• loss generated on the dividend distribution in Mercialys shares (€11.1 million);
• loss on the disposal of Finovadis shares (€153.3 million), fully provided for in prior years;
• loss on the contribution of Marushka shares to Tévir for €76.6 million, with a corresponding reversal of provisions for
impairment of €81.7 million;
• loss on the disposal of Tout Pour La Maison shares to Distribution Casino France (€6.7 million), with a corresponding reversal of provisions for impairment of the same sum.
Other non-recurring income and expense mainly include a net charge of €8 million under the liability warranty granted on
the disposal of Leader Price Polska, and net income of €6 million following the bond buyback and early unwinding of related
hedging instruments.
In 2008, net gains and losses on disposals of investments in subsidiaries and associates primarily included a €10.9 million
loss on the disposal of Agentrics shares, fully provided for in prior years.
NOTE 4 • INCOME TAX BENEFIT
€ millions
2009
2008
Recurring profit
312.8
149.8
Non-recurring income/(expense)
(26.3)
(77.8)
Profit before tax
286.5
72.0
Group relief
116.9
83.8
Income tax benefit
116.9
83.8
Net profit
403.4
155.8
Casino Guichard-Perrachon is the head of the French tax group and would not have been taxable had it not elected for group
tax relief. Group relief recorded by the company corresponds to tax savings arising from netting off the profits and losses of
the companies in the tax group. A provision is recorded when it is probable that recognised tax savings will have to be repaid
to subsidiaries. Where such repayment is not probable the amounts concerned are disclosed as off-balance sheet commitments. At 31 December 2009 the provision amounted to €82.1 million. The provision expense for the year was €13.5 million.
As head of the French tax group, the Company’s tax liability amounted to €23.0 million at 31 December 2009. This amount is
included in “Other liabilities” (see Note 14) .
The tax group had no tax loss carryforwards under the group relief agreement at 31 December 2009. At that date, timing
differences between book income and expenses and income and expenses for tax purposes gave rise to an unrecognised
deferred tax asset of €18.2 million.
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Parent company financial statements
Registration document 2009 / Casino Group
Notes to the parent company
financial statements
NOTES TO THE INCOME STATEMENT AND BALANCE SHEET
NOTE 5 • INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT
BREAKDOWN
€ millions
2009
2008
Goodwill
15.3
15.3
Other intangible assets
Impairment
Intangible assets
Land and land improvements
1.7
1.6
(0.9)
(0.6)
16.1
16.3
16.1
16.3
0.6
–
0.6
–
0.6
0.6
2.5
Depreciation
Depreciation
(0.9)
2.5
(0.8)
1.6
1.7
Other property, plant and equipment
10.2
Depreciation
(2.9)
9.7
(1.8)
7.3
7.9
9.5
10.2
25.6
26.6
Buildings, fixtures and fittings
Property, plant and equipment
Total intangible assets and property, plant and equipment, net
MOVEMENTS DURING THE PERIOD
€ millions
Cost
Amortisation
Net
and depreciation
At 1 January 2008
19.1
21.0
(1.9)
Increases
9.5
(1.4)
Decreases
(0.6)
-
At 31 December 2008
29.9
(3.3)
Increases
0.6
(1.4)
(0.9)
Decreases
(0.1)
–
(0.1)
At 31 December 2009
30.4
(4.8)
8.1
(0.6)
26.6
25.6
Parent company financial statements
Registration document 2009 / Casino Group
NOTE 6 • LONG-TERM INVESTMENTS
BREAKDOWN
€ millions
2009
2008
Investments in subsidiaries and associates
9,360.9
9,585.9
Impairment (1)
(18.0)
9,342.9
9,336.1
28.9
39.4
Loans
-
-
28.9
39.4
0.8
4.1
-
-
0.8
4.1
9,372.6
9,379.6
Impairment
Other
Impairment
Long-term investments
(249.8)
(1) In accordance with the accounting policies described in the section “Summary of Significant Accounting Policies”, at 31 December 2009 the
Company measured the fair value of its investments in subsidiaries based either on market value, as assessed by an independent valuer where
appropriate, or on value in use determined by the discounted cash flows method.
The future cash flows used to determine value in use were calculated based on the Group’s budget and business plan out to 2015, using the following rates:
Region
Terminal value
(x EBITDA) (ii)
Growth rate (i)
After-tax discount rate (iii)
France (retailing)
0.60% to 2.60%
9.00
6.40%
France (other businesses) (iv)
0.00% to 1.60%
8.00
6.40% to 9.25%
Argentina
16.00%
9.50
20.10%
Colombia
9.20%
9.50
9.80%
Uruguay
7.50%
9.50
12.90%
33.40%
Venezuela
30.80%
9.50
Asia
2.50%
9.00
5.80%
Indian Ocean
3.20%
9.00
6.40% to 13.10%
(i) The growth rate for the cash flow projection period includes the expected increase in the consumer price index, which is very high in some
countries.
(ii) Terminal value is calculated using an EBITDA multiple achieved in comparable transactions.
(iii) The discount rate corresponds to the weighted average cost of capital (WACC) in each country. WACC is calculated by taking account of the
sector’s indebted beta, the historical observed market risk premium and the Group’s cost of debt.
(iv) For the e-commerce business, terminal value is based on a 2.9% perpetual rate of growth in annual sales.
An independent valuation was carried out for GPA during December 2009 and January 2010, which did not lead to the recognition of any impairment at 31 December 2009.
The main assumptions underlying this independent valuation were: GPA’s value in use was estimated on the basis of
discounted future cash flows supported by a multi-criteria analysis based on share prices and comparable transaction
multiples. The discounted cash flows method was considered to be fundamental for GPA. It was based on three-year projected cash flows approved by management and a further two years of estimated cash flows and a terminal value. The key
assumptions include discount rate (9.2%), perpetual growth rates for revenue, and the EBITDA multiple used to calculated
terminal value (10.4x). At 31 December 2009, a 1,000 basis-point increase in the discount rate or a 4.6-point decrease in the
EBITDA multiple would have been required to reduce value in use to the carrying amount.
A list of the Company’s subsidiaries and associates is provided at the end of this document.
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Registration document 2009 / Casino Group
Notes to the parent company
financial statements
NOTES TO THE INCOME STATEMENT AND BALANCE SHEET
MOVEMENTS DURING THE PERIOD
€ millions
Cost
Net
Amortisation
and depreciation
9,491.7
(299.2)
9,192.5
Increases
195.8
(29.4)
166.4
Decreases
(58.1)
78.8
20.7
At 1 January 2008
At 31 December 2008
9,629.4
9,379.6
(249.8)
Increases
632.9
(27.8)
605.1
Decreases
(871.7)
259.6
(612.1)
At 31 December 2009
9,390.6
(18.0)
9,372.6
Increases in long-term investments in 2009 correspond mainly to:
• acquisition of Tévir shares for €301.4 million in exchange for the contribution of Marushka BV shares;
• acquisition of additional Mercialys shares for €308.3 million, including €197.2 million received in dividends from Immobilière Groupe Casino;
• acquisition of additional Distribution Casino France shares for €10.1 million;
• subscription to the GreenYellow Holding share issue for €6.9 million;
• increase in the loan to Super de Boer for €5.0 million.
Decreases in long-term investments in 2009 included:
• sale of Finovadis shares for €159.0 million;
• sale of Tout Pour la Maison shares for €6.7 million;
• contribution of Marushka shares to Tévir (also a Casino Guichard-Perrachon subsidiary) for €377.9 million;
• dividend distribution in Mercialys shares for €308.0 million;
• repayment of the loan granted to Super de Boer for €15.0 million.
NOTE 7 • TRADE AND OTHER RECEIVABLES
€ millions
Trade receivables
Other operating receivables
Other receivables
Provisions for impairment of other receivables
Current account advances
Trade and other receivables
2009
2008
98.2
99.8
2.2
2.0
299.3
198.5
(0.5)
(5.3)
4,231.0
3,617.1
4,532.0
3,812.3
4,630.2
3,912.1
At 31 December 2009, trade and other receivables included €326.2 million in accrued income, primarily corresponding to Casino, Guichard-Perrachon’s share of the 2009 profits of companies whose bylaws provide for profit to be distributed as of the
balance sheet date. These accrued profit shares totalled €159.8 million in 2009 (€84.7 million in 2008) and mainly concerned
Immobilière Groupe Casino.
All of the Company’s trade and other receivables are due within one year.
Parent company financial statements
Registration document 2009 / Casino Group
NOTE 8 • NET CASH AND CASH EQUIVALENTS
€ millions
2009
Mutual fund units
Treasury shares
Provisions for impairment in value of treasury shares
2008
451.5
87.1
4.4
–
–
–
Marketable securities
455.9
87.1
Cash
723.0
732.4
Bank overdrafts
(10.4)
(1.1)
Commercial paper issued (*)
(43.7)
(97.6)
Short-term credit facilities
(0.9)
(3.1)
(55.0)
(101.8)
Total short-term bank credit facilities
1,123.9
Net cash and cash equivalents
717.7
(*) 3-month rollover notes.
The fair value of mutual fund units approximates their carrying amount.
TREASURY SHARES
Marketable
securities
Number of shares held
At 1 January
0
Long-term
investments
75,314
2009
2008
Total
Total
75,314
237,960
Shares purchased
4,948,851
17,999
4,966,850
3,981,557
Shares sold
(4,863,851)
(93,313)
(4,957,164)
(4,144,203)
85,000
0
85,000
75,314
0.0
3.5
3.5
17.7
At 31 December
Value of shares held (in € millions)
At 1 January
Shares purchased
249.0
0.8
249.8
267.4
Shares sold
(244.6)
(4.3)
(248.9)
(281.6)
4.4
0.0
4.4
3.5
51.8
–
51.8
0.08
5.7
45.97
0.07
4.8
At 31 December
Average purchase price per share (in €)
% of share capital
Underlying net assets (in € millions)
In February 2005, Casino Guichard-Perrachon signed a liquidity contract with Rothschild & Cie Banque authorising Rothschild & Cie to trade in the Company’s shares on Euronext Paris in order to ensure a liquid market for the shares. The
Company allocated 700,000 ordinary shares and the sum of €40.0 million to the liquidity account. At 31 December 2009, no
Casino, Guichard-Perrachon shares were held under the contract.
At the year-end, the company owned 85,000 ordinary shares with a par value of €1.53. Their aggregate quoted market value
at 31 December 2009 was €5.3 million. Based on the average quoted price for the month of December, no impairment provisions were required at the year-end.
At 31 December 2009, no stock options had been granted.
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Registration document 2009 / Casino Group
Notes to the parent company
financial statements
NOTES TO THE INCOME STATEMENT AND BALANCE SHEET
NOTE 9 • ACCRUALS AND OTHER ASSETS
€ millions
2009
2008
Bond issue premium
0.5
8.8
Prepaid expenses
0.7
1.9
Unrealised exchange losses
1.6
1.6
Total accruals and other assets
2.8
12.3
Bond issue premiums are amortised on a straight-line basis over the life of the bonds.
NOTE 10 • EQUITY
CHANGES IN EQUITY, BEFORE AND AFTER APPROPRIATION OF NET PROFIT
€ millions
Share capital
2009
2008
168.9
171.9
3,912.7
3,912.7
17.1
17.1
17.1
17.1
207.5
207.5
56.4
56.4
56.4
56.4
Retained earnings:
before appropriation of net profit
after appropriation of net profit
2,355.6
2,466.5
2,781.0
2,651.9
Profit for the period:
before appropriation of net profit
after appropriation of net profit
403.4
–
155.8
–
2.4
1.7
7,124.0
6,831.5
7,304.1
7,019.2
Additional paid-in capital
Legal reserve:
before appropriation of net profit
after appropriation of net profit
Available reserves
Special long-term capital gains reserve:
before appropriation of net profit
after appropriation of net profit
Untaxed provisions
Total equity
before appropriation of net profit
after appropriation of net profit
Parent company financial statements
Registration document 2009 / Casino Group
CHANGES IN EQUITY
€ millions
2009
2008
At 1 January
7,304.1
7,396.4
Profit for the period
Dividend payout for the prior year
403.4
155.8
(581.2)
(257.6)
Issuance of new shares
–
1.7
0.5
52.5
(2.8)
(44.5)
Increase in additional paid-in capital
Other movements
At 31 December
7,124.0
7,304.1
The increase in share capital and additional paid-in capital stemmed from the issuance of 9,373 new shares on exercise of
stock options.
Other movements comprise the deduction from additional paid-in capital of expenses incurred on the conversion of nonvoting preferred shares into ordinary shares.
MOVEMENTS IN SHARE CAPITAL AND THE NUMBER OF SHARES
At 1 January
2009
2008
112,358,660
112,116,672
–
800,000
Shares issued to the employee share ownership plan
Stock grants
Shares issued on exercise of stock options
Cancellation of shares
Conversion of preferred non-voting shares into ordinary shares (*)
–
9,373
278,222
(14,589,469)
(836,276)
12,505,254
–
–
42
110,360,987
112,358,660
Shares issued to minority shareholders in connection with mergers
At 31 December
77,169
(*) On 15 June 2009, Casino converted all its 14,589,469 preferred non-voting shares into 12,505,254 ordinary shares on the basis of six ordinary
shares for seven preferred non-voting shares, following approval at a special class meeting of holders of preferred non-voting shares and at the
annual general meeting of shareholders on 19 May 2009. This conversion reduced the share capital by €3,188,848.95.
The preferred non-voting stock was transferred to the delisted compartment of NYSE Euronext Paris, where fractional rights were tradable until
15 December 2009.
The aim of the transaction was to simplify the company’s capital structure and enhance its stock market profile by increasing the free float.
At 31 December 2009, the share capital was divided into 110,360,987 ordinary shares with a par value of €1.53 each.
POTENTIAL DILUTION
Number of shares at 31 December
2009
2008
110,360,987
112,358,660
1,405,644
2,071,590
111,766,631
114,430,250
Share equivalents:
exercise of stock options
Total number of potential shares following exercise of share equivalents
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Notes to the parent company
financial statements
NOTES TO THE INCOME STATEMENT AND BALANCE SHEET
NOTE 11 • QUASI-EQUITY
In 2005, Casino, Guichard-Perrachon issued €600 million worth of deeply subordinated perpetual bonds (TSSDI).
As these bonds are undated, they are classified as “Quasi-equity”. They are direct commitments with no collateral and are
subordinated to all other liabilities.
Accrued interest on the bonds is included under “Miscellaneous borrowings”.
NOTE 12 • PROVISIONS
BREAKDOWN
2009
Provisions for foreign exchange losses
2008
1.6
1.6
Provisions for potential reversal of income tax saving
82.1
68.7
Provision for Exito equity swap (1)
16.5
26.7
Provision for other liabilities (2)
78.6
89.5
Provisions for charges
15.1
12.3
193.9
198.8
Total provisions for liabilities and charges
(1) On 19 December 2007, Casino announced an amendment to the shareholders’ agreement entered into with Exito on 7 October 2005.
On the same date, the minority shareholders of Suramericana de Inversiones S.A. and other Colombian strategic partners entered into reciprocal
put and call options with Citi on their interests in Exito (6.9% and 5.1% respectively). On 8 January 2008, Grupo Nacional de Chocolates SA sold
its 2.0% interest in Exito to Citi. Consequently, these partners have renounced the put option granted to them under the historical shareholders’
agreement with Casino, thereby releasing Casino from its commitment to purchase their stakes in Exito.
After Grupo Nacional de Chocolates SA, Suramericana sold its 6.9% interest in Exito to Citi on 19 January 2010 for COP 21,804.
The put options on the 5.1% owned by other Colombian strategic partners are exercisable for a period of three months from 16 December 2010,
2011, 2012, 2013 and 2014. The call option is exercisable by Citi for a period of three months from 16 March 2015. The exercise price of the
options is the higher of:
• a fixed price of COP 19,477 per share, revalued for inflation at +1%;
• a multiple of EBITDA less net financial debt;
• a multiple of sales less net financial debt;
• the average quoted share price over the preceding six months.
In line with these transactions, on 8 January 2008 and 19 January 2010 Casino entered into a total return swap (TRS) with Citi on the 2.0% and
6.9% interests in Exito acquired from Chocolates and Suramericana respectively, with net settlement due in cash. The TRS is valid for three years
and three months. Casino also undertook to enter into further TRS contracts on the combined interests of the other partners (5.1% in total) subject of the call and put options referred to above.
At maturity of the TRS contract, Casino will receive the difference between the market price (sale price of Citi’s interest) and (i) a minimum sum of
COP 19,477 per share for the interest sold by Chocolates and (ii) a minimum sum of COP 21,804 for the interest sold by Suramericana, if positive,
and will pay the difference to Citi if negative.
The TRS on the 5.1% interest held by the other Colombian strategic partners will have the same terms and conditions as the Chocolates and
Suramericana TRSs and will be effective for a maximum period of three years and three months from the date of exercise of the relevant call or
put options. Casino will receive or pay as applicable the difference between the sale price of the interest on the market and the TRS entry price
(i.e. the sale price paid by Citi to the minority shareholders on the basis described above).
Casino has no contractual commitment nor the option to purchase the shares from Citi at maturity of the TRS (net settlement in cash).
The main risk for Casino is that the sale price received by Citi at maturity of the TRS could be lower than the price paid by Citi to the Colombian
shareholders, and that Casino could be obliged to pay Citi the difference, if negative, between the entry price (minority shareholders’ put exercise
price) and the exit price (market sale price received by Citi).
The risk has been measured on the basis of several factors:
• The exercise price by the shareholders holding the 5.1% interest in Exito, which itself depends on when they elect to exercise their put according
to their assessment of market conditions and Exito’s future performance.
• The term of each TRS, which is a maximum of three years and three months from the exercise date of the relevant put by the Colombian partners.
• The market value of Exito shares on maturity of the TRSs.
An independent bank has carried out several simulations to determine the best time for the minority shareholders to exercise their put options. It
has also estimated the market value of Exito shares at maturity of the TRSs using a multi-criteria approach based on forecast operating performance as set out in Exito’s business plan, investor expectations and Exito’s share price.
Given the specific features of these TRSs and the estimated associated risk (the share price was COP 19,500 on 31 December 2009), the Group made
a €10 million provision reversal at the year-end, reducing the provision to €17 million on 31 December 2009, which corresponds to the “central case”
simulation. The “high case” (more optimistic) and “low case” (less optimistic) simulations give a risk of €2 million and €28 million respectively.
(2) Provisions for other liabilities mainly comprise tax risks (Casino has received a demand for back taxes in respect of 2006, which has been contested) and the risk related to the negative net equity position of some Group subsidiaries.
Parent company financial statements
Registration document 2009 / Casino Group
MOVEMENTS DURING THE PERIOD
€ millions
2009
2008
At 1 January
198.8
117.3
Additions
26.8
84.4
Reversals (1)
(31.7)
(2.9)
At 31 December
193.9
198.8
o/w operating
(1.8)
o/w financial
(7.7)
7.8
4.6
75.8
(4.9)
81.5
o/w non-recurring
Total
(2.1)
(1) Including reversals of surplus provisions totalling €11.1 million in 2009 and €0.2 million in 2008.
RETIREMENT OBLIGATIONS
Provision for retirement obligations (€ millions)
Projected benefit obligation
Fair value of plan assets
Provision
Provision movements (€ millions)
Provision at
Movement
Provision at
Unrecognised
1 January
2009
for the period
31 December
2009
actuarial
gains and
losses
Obligation
at 31
December
2009
1.3
0.1
1.4
(0.7)
0.7
–
–
–
–
–
1.3
0.1
1.4
(0.7)
0.7
Movement
for the
period
Interest
Expected
Service
Recognised
Cost
Benefits/
cost
return on plan
assets
cost
actuarial
gains and
losses
for the period
contributions
paid
Projected benefit obligation
–
–
0.1
–
0.1
–
0.1
Fair value of plan assets
–
–
–
–
–
–
–
Provision
–
–
0.1
–
0.1
–
0.1
The main actuarial assumptions used in 2009 to calculate the benefit obligation were as follows:
• discount rate: 4.9% (determined by reference to the Bloomberg 15-year AA corporate composite index);
• rate of future salary increases: 2.5%;
• retirement age: 64;
• expected return on plan assets: 3.94%.;
• mortality table: TGH05/TGF05;
• payroll taxes: 38%.
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Registration document 2009 / Casino Group
Notes to the parent company
financial statements
NOTES TO THE INCOME STATEMENT AND BALANCE SHEET
NOTE 13 • BORROWINGS
BREAKDOWN
€ millions
2009
2008
Bonds
5,058.2
4,297.1
313.8
314.4
Other borrowings
Spot loans and confirmed credit facilities
0.9
3.1
54.1
98.7
Sub-total
5,427.0
4,713.4
Miscellaneous borrowings
1,046.8
761.8
Total borrowings
6,473.8
5,475.2
€ millions
2009
2008
Due within one year
1,093.9
992.6
Due in one to five years
4,629.9
3,632.6
750.0
850.0
6,473.8
5,475.2
€ millions
2009
2008
Total borrowings
6,473.8
5,475.2
Bank overdrafts
MATURITIES OF BORROWINGS
Due beyond five years
Total
NET DEBT
Marketable securities
(455.9)
(87.1)
Cash
(723.0)
(732.4)
Net debt
Total borrowings include €193.2 million in accrued interest.
5,294.8
4,655.7
Parent company financial statements
Registration document 2009 / Casino Group
BREAKDOWN OF BORROWINGS
€ millions
Interest rate
Effective
interest rate
Amount
(€m)
Term
Due
Hedging (i)
Bonds
2010 bonds
2003-2010
Fixed rate
5.25%
5.36
400.5
7 years
April 2010
FRB
FLOORS
CAPS
FRL
USD Private placement
notes
2002-2011
Fixed rate
6.46%
6.56
254.5
9 years
November
2011
FRB
FRL
2011 bonds
2004-2011
Fixed rate
4.75%
4.81
400.0
7 years
July 2011
FRB
FRL
2012 bonds
2002-2012
Fixed rate
6.00%
6.13
700.0
10 years
February
2012
FRB
FLOORS
FRL
2012 bonds
2009-2012
Fixed rate
7.88%
7.94
500.0
3 years
August
2012
FRB
FLOORS
FRL
2013 bonds
2008-2013
Fixed rate
6.38%
6.37
1,199
5 years
April 2013
FRB
FRL
FRA
CAPS
2014 bonds
2007-2014
Fixed rate
4.88%
5.20
676.5
7 years
April 2014
FRB
FRL
2015 bonds
2009-2015
Fixed rate
5.50%
5.52
750.0
6 years
January
2015
FRB
FRL
Total bonds
4,880.5
Calyon structured loan
Variable rate
–
183.5
6 years
June 2013
FRB
FRL
Schuldschein loan
Variable rate
–
130.0
6 years
May 2013
Not hedged
Total bank borrowings
313.5
Other
Spot loans and confirmed credit facilities
Bank overdrafts
Commercial paper
Miscellaneous borrowings (ii)
Accrued interest
0.9
10.4
43.7
1,031.6
193.2
Total other borrowings
1,279.8
Total borrowings
6,473.8
(i) FRB (fixed rate borrower) – FRL (fixed rate lender) - FRA (forward rate agreement).
(ii) Including Géant Holding BV loan for €125.0 million, Gelase loan for €586.4 million and Marushka BV loan for €315.5 million.
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Registration document 2009 / Casino Group
Notes to the parent company
financial statements
NOTES TO THE INCOME STATEMENT AND BALANCE SHEET
The Company also has the following confirmed lines of credit:
CONFIRMED BANK LINES OF CREDIT
€ millions
Amount
Drawdowns
Due
203.4
6.6
2010
of the facility
Confirmed bank lines of credit
Variable rate
Confirmed bank lines of credit (1)
Variable rate
340.0
–
2012
Syndicated lines of credit (1)
Variable rate
1,200.0
–
2012
Total
6,473.8
1,743.4
None of the Company’s borrowings are secured by collateral.
(1) At 31 December 2009, the Company’s main covenants were as follows:
• The three confirmed credit lines obtained in 2009 are subject to a consolidated net debt to consolidated EBITDA(*) ratio of < 3.7. Some of the older
confirmed credit lines are also subject to the same ratio whilst others are subject to a ratio of < 4.3.
The definition of consolidated net debt differs slightly for the old and new credit lines. The ratios stood at 2.30 and 2.20 respectively at 31 December
2009.
• The ratios applicable to the US Private Placement Notes are as follows:
Ratio
Required
Actual
31 December 2008
Consolidated net debt/consolidated EBITDA
< 3.70
2.20
Consolidated net debt/consolidated equity
< 1.20
0.53
Consolidated intangible assets/consolidated equity
< 1.25
0.93
(*) EBITDA (earnings before interest, taxes, depreciation and amortisation) = trading profit plus operating depreciation and amortisation.
INTEREST RATE RISK
€ millions
Due within
Due in one
Due beyond
one year
to five years
five years
Bonds
400.5
3,730.0
750.0
Other borrowings
445.2
899.9
–
Total borrowings
845.7
4,629.9
750.0
Marketable securities
455.9
Cash
Total cash and cash equivalents France
Net position before hedging
723.0
1,178.9
(333.2)
Off-balance sheet items
2,028.5
Interest rate swap (fixed rate lender)
Interest rate swap (fixed rate borrower)
5,064.0
(3,035.5)
Net position after hedging
1,695.3
Net position to be rolled over within one year (1)
1,695.3
Effect of a 1-point change in interest rates
Average remaining duration of hedges
Effect of a 1-point change in interest rates on finance costs
2009 finance costs, net
Effect of a 1-point change in interest rates, as a % of finance costs, net
16.9
0.9464
16.0
266.1
6.03%
(1) Adjustable rate borrowings are considered as maturing on the interest reset date. The above total does not include liabilities not exposed to interest
rate risk, corresponding mainly to accrued interest.
Parent company financial statements
Registration document 2009 / Casino Group
NOTE 14 • OTHER LIABILITIES
€ millions
2009
2008
Other
654.3
444.6
Miscellaneous payables
114.3
52.2
Deferred income
11.5
16.3
Other liabilities
780.1
513.1
757.1
487.6
23.0
25.5
o/w due within one year
o/w loans due beyond one year
Other liabilities include €65.3 million in accrued expenses.
NOTE 15 • TRANSACTIONS AND BALANCES WITH RELATED COMPANIES
€ millions
2009
2008
ASSETS
Investments in subsidiaries and associates
8,358.2
Loans and advances to subsidiaries and associates
Trade receivables
Other
8,583.0
–
10.5
95.1
95.9
4,189.0
3,478.5
1,084.4
1,411.3
LIABILITIES
Borrowings
Trade payables
Other
3.3
28.6
648.8
445.1
INCOME STATEMENT
Financial income
53.7
167.9
Financial expense
52.4
118.5
456.7
190.6
Dividends
Related companies correspond solely to Group companies that are fully consolidated.
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Registration document 2009 / Casino Group
Notes to the parent company
financial statements
NOTES TO THE INCOME STATEMENT AND BALANCE SHEET
NOTE 16 • OFF-BALANCE SHEET COMMITMENTS
COMMITMENTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS
€ millions
2009
Bonds and guarantees received from banks
2008
–
0.1
Undrawn confirmed lines of credit
1,736.8
1,843.4
Total commitments received
1,736.8
1,843.5
Bonds and guarantees given (1)
983.9
1,068.5
Other commitments given
0.2
0.7
Total commitments given
984.1
1,069.2
8,449.5
7,666.0
75.0
483.5
225.0
–
8,074.2
7,549.2
250.0
175.0
50.0
50.0
Other reciprocal commitments
0.3
0.1
Total reciprocal commitments
8,449.8
8,074.3
Interest rate hedges – nominal amount (2)
Interest rate swaps
Floors
Future Rate Agreement
Caps
Swaptions
(1) Including €353.1 million concerning related companies at 31 December 2009.
(2) Financial instruments are used solely for hedging purposes. At 31 December 2009, the fair value of these instruments totalled €42.5 million,
breaking down as follows:
Type of instrument
Number of contracts
Fair value
O/w accrued interest
and premiums recognised
in the balance sheet
Interest rate swaps
Floors
Future Rate Agreement
Caps
Swaptions
110
3
14
9
–
42.3
0.2
–
–
–
49.9
0.3
–
–
–
Total
136
42.5
50.2
Aggregate accrued training rights under the “Droit Individuel à la Formation” (D.I.F.) system represented 2,061 hours at 31 December 2009. At 31 December 2008, the total was 1,623 hours. The number of hours used during the year was not material.
OTHER COMMITMENTS
€ millions
2009
2008
Seller’s warranty given in connection with the disposal of:
Polish businesses
Smart&Final shares
Total commitments given
Citi/Exito equity swap (2)
36.0
44.0
3.5
3.5
39.5
47.5
–
–
1,261.2
1,200.0
61.2
–
1,260.5
1,200.0
60.3
0.2
Other reciprocal commitments
–
–
Total reciprocal commitments
1,261.2
1,260.5
Written put options (3)
Monoprix (3.1)
Uruguay (3.2)
Other
Parent company financial statements
Registration document 2009 / Casino Group
(1) The Group gave the customary warranties to the buyers of its Polish businesses in 2006. The warranty given to the buyer of Leader Price Polska covers undisclosed liabilities dating back prior to the sale for an amount of up to €17 million and a period of up to 18 months, or €50 million for tax liabilities for a period corresponding to the statute of limitations for tax claims.
Following a claim under this warranty, in September 2009 the arbitration board ordered the Group to pay and recognise as a liability the sum of €14
million. Casino has appealed against this ruling. The residual risk of €36 million is purely theoretical as Leader Price Polska has already been subject
to two tax audits during the warranty period. However, Casino has received a new claim for €6 million, which is believes to be unfounded.
(2) See note 12 on Provisions for details of the Exito total return swap.
(3) Under the terms of the option contracts, the exercise price of written put and call options may be determined using earnings multiples, based on
the latest published earnings for options exercisable at any time and earnings forecasts or projections for options exercisable as of a given future
date. In many cases, the put option written by the Group is matched by a call option written by the other party. For these options, the value shown
corresponds to that of the written put.
(3.1) Monoprix : on 22 December 2008, Casino and Galeries Lafayette signed an amendment to their March 2003 strategic agreement which suspends the exercise of their respective put and call options on Monoprix shares for three years.
As a result, Casino’s call on 10% of Monoprix’s outstanding shares and Galeries Lafayette’s put on 50% of Monoprix’s capital will be exercisable only
as of 1 January 2012. The other terms and conditions of exercise remain unchanged.
The other terms of the March 2003 strategic agreement remain unchanged.
The Group commissioned an independent valuation at 31 December 2009. The independent expert estimated the value of 100% of Monoprix shares
at between €2,100 and €2,600 million. The contingent liability covering 50% of Monoprix shares has been disclosed at a value of €1,200 million.
(3.2) Disco Uruguay : Disco Uruguay: Groupe Casino has granted a put option on 29.3% of Disco’s capital to the family shareholders. The option is
exercisable until 21 June 2021 at a price based on the Disco sub-group’s consolidated operating profit, with a floor of US$51.7 million plus interest
at 5% per year.
Groupe Casino has granted the Diniz family, with whom it exercises joint control over GPA in Brazil, two put options on shares
in GPA’s head holding company, corresponding to 0.4% and 7.6% of GPA’s share capital respectively. The first put option is
exercisable as of 2012 if the Group exercises its right to elect the Chairman of the Board of Directors of the holding company
in that year. If the first put option is exercised, the second will be exercisable for a period of eight years as of June 2014. The
Group has a call option on the shares covered by the first put option representing 0.4% of GPA’s share capital. This option is
exercisable under certain conditions.
At 31 December 2009, the Company also had a call option on 40% of Banque du Groupe Casino shares. The option is exercisable until June 2025 with 18 months’ notice.
MATURITIES OF CONTRACTUAL COMMITMENTS – Payments due by period
€ millions
Long-term borrowings
Non-cancellable written puts
Total
Due within
Due in one
Due beyond
one year
to five years
five years
1,093.9
4,629.9
750.0
6,473.8
61.2
1,200.0
-
1,261.2
1,155.1
5,829.9
750.0
7,735.0
NOTE 17 • CURRENCY RISK
Millions
Assets
USD
16.0
Liabilities
(265.4)
Net position before hedging
(249.4)
Off-balance sheet positions
161.9
Net position after hedging
(87.5)
Total
I 171
172
I
Parent company financial statements
Registration document 2009 / Casino Group
Notes to the parent company
financial statements
NOTES TO THE INCOME STATEMENT AND BALANCE SHEET
NOTE 18 • EQUITY RISK
Carrying amount of treasury shares
4.4
Fair value
4.6
Impairment
Impact of a 10% decrease in the share price
–
(0.2)
NOTE 19 • COMPENSATION AND BENEFITS PAID TO DIRECTORS AND OFFICERS
€ millions
Compensation paid
Loans and advances
2009
2008
1.8
1.8
–
–
NOTE 20 • CONSOLIDATION
Casino, Guichard-Perrachon is consolidated by Rallye SA.
NOTE 21 • SUBSEQUENT EVENTS
Bond exchange
On 26 January 2010, the Group launched an offer to exchange its 2012 and 2013 bonds for a new bond maturing February
2017 and paying interest equivalent to midswap plus 135 basis points. A total of €888 million worth of the new bonds have
been issued. Qualifying holders tendered around €1.5 billion in notes, reducing the bond redemptions due in 2012 and 2013
by, respectively, €440 million and €354 million.
Commercial paper issue
In early February 2010, the Group made two issues of commercial paper for an amount of, respectively, €110 million maturing
on 4 March 2010 and €50 million maturing on 8 March 2010. The notes pay interest at, respectively, one-month Euribor plus +
3.5 basis points and one-month Euribor plus 5.5 basis points.
Parent company financial statements
Registration document 2009 / Casino Group
Five-year financial
summary
2009
2008
2007
2006
2005
Capital at the year-end
Share capital (€ millions)
168.9
171.9
171.5
171.2
171.2
110,360,987
97,769,191
96,992,416
96,798,396
96,774,539
Number of outstanding preferred non-voting shares
–
14,589,469
15,124,256
15,124,256
15,128,556
Number of A series share warrants
–
–
–
–
–
Number of B series share warrants
–
–
–
–
–
Number of C series share warrants
–
–
–
–
2,686,190
151.2
136.5
129.5
115.7
104.8
48.9
114.0
114
0
444.4
444 4
118.7
118 7
7.9
79
(116.9)
(90.4)
Number of outstanding shares with voting rights (1)
Results of operations (€ millions)
Revenue (excluding VAT)
Profit before tax, employee
p y profit-sharing,
p
g
depreciation, amortisation and provisions
Income tax expense
(83.8)
(56.5)
(157.8)
0.1
0.1
0.1
0.1
0.1
Net profit/(loss) for the period
403.4
155.8
541.1
250.0
705.5
Dividends paid on voting shares
292.5
247.4
223.1
208.1
201.3
–
37.5
35.4
33.1
32.1
292.5
284.9
258.5
241.2
233.4
110,159,544
111,407,890
111,651,603
111,406,423
109,209,701
1.50
1.76
4.46
2.47
0.88
Employee profit-sharing
Dividends paid on non-voting shares
Total dividend payout
Per share data (€)
Weighted average shares outstanding during the year
Earnings
g per
p share after tax and employee
p y
profit-sharing
p
g but before amortisation, depreciation
p
and provisions
Net profit/(loss) for the period
3.66
1.39
4.83
2.23
6.30
Dividend paid per voting share
2.65
2.53 (3)
2.30
2.15
2.08
–
2.57 (3)
2.34
2.19
2.12
Dividend paid per non-voting share
Employee data
Number of employees (full-time equivalent)
39
30
25
24
42
Total payroll (2) (€ millions)
15.8
14.0
15.7
14.3
16.6
Total benefits (€ millions)
5.6
4.3
4.7
4.2
4.9
(1) The increase in the number of outstanding shares with voting rights in 2009 reflects the issuance of 9,373 ordinary shares on exercise of stock
options, 77,169 ordinary shares in share grants and 12,505,254 ordinary shares in exchange for the 14,589,469 preferred non-voting shares.
(2) Excluding discretionary profit-sharing.
(3) Out dividends in kind.
I 173
174
I
Parent company financial statements
Registration document 2009 / Casino Group
List of subsidiaries
and associates
(In € millions or millions of currency units where specified)
Share
capital
Equity *
%
ownership
Number
of shares held
Carrying amount
Gross
Loans
Guaand
rantees
advances given by
granted
the
by the Company
Company
Net
2009
net sales
2009
net profit
(loss)
Dividends
received
by the
Company
in the
prior year
INVESTMENTS SHARES
A - Data on investments whose carrying amount exceeds 1% of the share capital
1 • SUBSIDIARIES (50% or more)
RETAIL
DISTRIBUTION CASINO FRANCE
1, Esplanade de France - 42008 Saint-Étienne Cedex
46
3,358
96.85
44,570,770
3,276
3,276
–
–
9,896
(29)
–
IMMOBILIÈRE GROUPE CASINO
1, Esplanade de France - 42008 Saint-Étienne Cedex
100
1,232
100.00
100,089,304
1,130
1,130
–
–
146
154
351
SÉGISOR
1, Esplanade de France - 42008 Saint-Étienne Cedex
937
671
100.00
937,121,094
937
937
–
–
–
11
–
CIT
1, Esplanade de France - 42008 Saint-Étienne Cedex
5
38
100.00
5,040,000
50
50
–
–
118
(11)
–
TÉVIR
1, Esplanade de France - 42008 Saint-Étienne Cedex
379
637
100.00
378,915,860
637
637
–
–
–
–
–
EASYDIS
1, Esplanade de France - 42008 Saint-Étienne Cedex
1
33
100.00
60,000
44
44
–
–
563
(4)
–
PACHIDIS
1, Esplanade de France - 42008 Saint-Étienne Cedex
84
84
100.00
84,419,248
84
84
–
–
–
–
–
THEIADIS
1, Esplanade de France - 42008 Saint-Étienne Cedex
2
1
96.50
2,289,691
2
2
–
–
–
(1)
–
INTEXA
1, Esplanade de France - 42008 Saint-Étienne Cedex
2
2
97.91
990,845
7
7
–
–
–
–
–
GREENYELLOW
1, Esplanade de France - 42008 Saint-Étienne Cedex
9
5
80.56
37,000
7
7
–
–
–
(4)
–
CASINO SERVICE
1, Esplanade de France - 42008 Saint-Étienne Cedex
–
17
100.00
100,000
19
19
–
–
61
1
–
23
74
60.00
140,816
36
36
9
555
–
12
–
BOIDIS
1, Esplanade de France - 42008 Saint-Étienne Cedex
–
–
99.68
2,492
4
4
–
–
–
–
–
CASINO ENTREPRISE
1, Esplanade de France - 42008 Saint-Étienne Cedex
14
(100)
100.00
14,063,422
14
0
–
–
–
(2)
–
COMACAS
1, Esplanade de France - 42008 Saint-Étienne Cedex
–
2
100.00
99,999
3
3
–
–
27
–
–
VINDÉMIA
5, impasse du Grand Prado - 97438 Sainte-Marie
60
275.3
100.00
3,750,250
440
440
–
–
25
57
70
36
97
100.00
35,860,173
103
103
–
–
257
(4)
–
8,306 UYP
7,737 UYP
100.00
6,512,038,560
293
293
–
–
–
–
–
520 EUR
667 EUR
100.00
28,476,254
520
520
–
–
–
–
–
–
107 USD
94.70
179,860
76
58
–
–
–
–
–
5,374 REAL
6,559 REAL
2.20
5,600,052
52
52
–
–
14,232 REAL
592 REAL
1
BANQUE GROUPE CASINO
58-60 avenue Kléber - 75116 PARIS
FOODSERVICE
CASINO RESTAURATION
1, Esplanade de France - 42008 Saint-Étienne Cedex
INTERNATIONAL
SPICE INVESMENT MERCOSUR
Circusivalocion Durango 383/ Officina 301
Montevideo - Uruguay
GELASE
Rue Royale - 1000 Brussels
LATIC
2711 CentervilleRoad - Wilmington Delaware
États-Unis
GPA
Avenida Brigadeiro Luiz Antonio, 3142 - São Paulo
Brésil
Parent company financial statements
Registration document 2009 / Casino Group
(In € millions or millions of currency units where specified)
Share
capital
Equity *
%
ownership
Number
of shares held
Carrying amount
Gross
Loans
Guaand
rantees
advances given by
granted
the
by the Company
Company
Net
2009
net sales
2009
net profit
(loss)
Dividends
received
by the
Company
in the
prior year
2 • ASSOCIATES (10 to 50%)
FRANCE
MONOPRIX
14-16, rue Marc Bloch - 92116 Clichy Cedex
GEIMEX
15, rue du Louvre - 75001 Paris
URANIE
1, Esplanade de France - 42008 Saint-Étienne Cedex
62
449
50.00
3,859,479
843
843
–
–
233
188
70
–
12
49.99
4,999
63
63
–
–
249 (1)
10 (1)
–
44
94
26.81
11,711,600
31
31
–
–
5
17
4
1
873
25.00
3,900
672
672
–
–
–
–
–
7 CHF
13 CHF
10.00
3,150
2
2
–
–
–
–
–
INTERNATIONAL
GÉANT HOLDING BV
1 Beemdstraadt - 5653 MA Eindhoven
MAGRO
Route de Préjeux - 27 Sion - Suisse
B - Aggregated data for all other subsidiaries or associates
1 • SUBSIDIARIES (not included in a- above)
Various companies (2)
–
–
–
–
14
12
–
–
–
–
–
Other companies
–
–
–
–
2
2
–
–
–
–
–
TOTAL INVESTMENTS
IN SUBSIDIARIES AND ASSOCIATES
–
–
–
–
9,361
9,328
–
–
–
–
–
Of which consolidated companies
French companies
Foreign companies
–
–
–
–
–
–
–
–
–
–
–
–
9,353
7,731
1,622
9,320
7,717
1,603
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
8
8
–
8
8
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Casino shares
–
–
–
–
4
4
–
–
–
–
–
Mutual funds
–
–
–
–
451
451
–
–
–
–
–
TOTAL
–
–
–
–
455
455
–
–
–
–
–
2 • INVESTMENTS (not included in a above)
Of which non-consolidated companies
French companies
Foreign companies
OTHER LONG-TERM
INVESTMENTS
MARKETABLE SECURITIES
Certain data was unavailable and is therefore not included in this table.
(1) Data for 2008.
(2) None of these companies have recorded significant losses.
USD = US dollar – UYP = Uruguayan peso – EUR = Euro – BRL = Brazilian real – CHF = Swiss franc
Information on investments in non-French subsidiaries is provided on a country-by-country basis in Note 6.
As a result of the judgement applied when measuring the fair value of investments in foreign entities, provisions are not systematically recorded to write down their carrying amount to the amount of the Company’s equity in the underlying net assets
(see Note 6).
I 175
176
I
Parent company financial statements
Registration document 2009 / Casino Group
Statutory
Auditors’ Report
on related party agreements and commitments
Article L. 225-40 of the French Commercial Code
This is a free translation into English of a report issued in French language and is provided solely for the convenience of Englishspeaking readers. This report should be read in conjunction with and construed in accordance with French law and professional
auditing standards applicable in France.
In our capacity as Statutory Auditors of Casino, GuichardPerrachon, we present hereby report on certain related party
agreements and commitments.
AGREEMENTS AND COMMITMENTS AUTHORIZED
AND ENTERED INTO DURING THE YEAR
In accordance with article L. 225-40 of the French commercial
code (Code de Commerce), we have been advised of certain
related party agreements and commitments which received
prior authorization from your Board of Directors.
We are not required to ascertain the existence of any other
agreements and commitments but to inform you, on the basis
of the information provided to us, of the terms and conditions
of those agreements [and commitments] indicated to us. We
are not required to comment as to whether they are beneficial
or appropriate. It is your responsibility, in accordance with
Article R. 225-31 of the French commercial code (Code de
Commerce), to evaluate the benefits resulting from these
agreements and commitments prior to their approval.
We performed those procedures which we considered necessary to comply with professional guidance issued by the
national auditing body (Compagnie Nationale des Commissaires aux Comptes) relating to this type of engagement.
These procedures consisted in verifying that the information
provided to us is consistent with the documentation from
which it has been extracted.
Endorsement to the shareholder loan and cash
management agreement concluded with Mercialys
on September 8, 2005
Persons or legal entities involved: Ms. Catherine Soubie
and Mr. Pierre Feraud
Date authorized by the Board of Directors:
March 4, 2009
Date of the endorsement to the contract: April 15, 2009
Term of the contract: in force as long as Casino, GuichardPerrachon will control Mercialys.
Nature, purpose and terms of the contract:
Adjustment to the shareholder loan and cash management
agreement concluded with Mercialys on September 8, 2005.
This adjustment allows Mercialys to use its current account
with Casino, Guichard-Perrachon in order to finance its activity in a limit of a credit balance of Euro 50 million charged
EONIA + 50 bp.
In 2009, Mercialy has not used this possibility.
NEW PARTNERSHIP AUTHORIZED AND CONCLUDED
WITH CASINO GUICHARD-PERRACHON IN 2009
AND APPROVED BY THE SHAREHOLDERS MEETING
ON MAY 19, 2009
The new agreement concluded with Mercialys was effective
on March 19, 2009 and was approved by the shareholders
meeting of May 19, 2009. This agreement replaces purely
and simply the former agreement of September 8, 2005
which ceases to apply de jure.
Under the term of this new agreement:
• Mercialys has a purchase option to all transactions carried
out by the Casino Group, alone or in partnership with third
parties, for real estate development or acquisition of commercial real estate entering into the scope of Mercialys’
operations (shopping malls and medium sized areas except food stores);
• Mercialys has the opportunity to purchase properties offplan, using, as discount rate, the partnership rate in progress in order to finalize the price as defined in the forward
sales. It can also receive assets by contributions, subject to
usual terms;
• The price of the option is determined on the basis of future
annual net rent payments related to the assets, divided by
Parent company financial statements
Registration document 2009 / Casino Group
a yield rate as defined according to the classification bellow. In order to take into consideration the market conditions, those yield rates will be revised by the parties on a
half-year basis, and for the first time on July 1, 2009;
• This exercise price is subject to adjustment in order to take
into account the effective conditions of lettings. As for,
the difference, positive as negative (upside / downside),
between the effective rents resulting from the letting and
the planned rents, will be shared half and half between
Mercialys and the developer;
• When exercising its option, Mercialys can request the
developer to proceed to the letting. In this case, benefits
granted to tenants will go to the developer and the price
of assets will be adjusted on the basis of effective rents
as resulting from the letting. Mercialys can also postpone
the purchase as long as the minimum 85% letting target is
not reached. If there is no agreement between the parties,
vacant premises are evaluated based on an appraisal.
Yield rates applicable for the 1st half-year 2009
are the following:
Shopping centers
Yield rates applicable for the 2nd half-year 2009
are the following:
Shopping centers
Retail parks
Corsica and
Corsica and
French
French
overseas
overseas
DepartDepartMetro- ments and Metro- ments and
politan territories politan territories
France (DOM TOM) France (DOM TOM)
Town
center
Regional center /
Large shopping center
(> 20,000 m²)
6.8%
7.4%
7.4%
7.8%
6.5%
Neighborhood center
(from 5,000
to 20,000 m²)
7.3%
7.8%
7.8%
8.3%
6.9%
Other goods
(< 5,000 m²)
7.8%
8.3%
8.3%
9.0%
7.4%
TYPE OF GOODS
For financial year 2009, this agreement had no impact.
AGREEMENTS AND COMMITMENTS AUTHORIZED
IN PRIOR YEARS AND WHICH REMAIN CURRENT
DURING THE YEAR
Retail parks
Corsica and
Corsica and
French
French
overseas
overseas
DepartDepartMetro- ments and Metro- ments and
politan territories politan territories
France (DOM TOM) France (DOM TOM)
Town
center
Regional center /
Large shopping center
(> 20,000 m²)
6.3%
6.8%
6.8%
7.2%
6.0%
Neighborhood center
(from 5,000
to 20,000 m²)
6.7%
7.2%
7.2%
7.7%
6.4%
Under this agreement, Euris provides Casino, GuichardPerrachon with advice and assistance in relation to its overall business and development strategy.
Other goods
(< 5,000 m²)
7.2%
7.7%
7.7%
8.3%
6.8%
Casino, Guichard-Perrachon paid €350k (excl. VAT) in related fees in 2009.
TYPE OF GOODS
However, in accordance with the French commercial code
(Code de Commerce), we have been advised that the following
agreements and commitments which were approved in prior
years remained current during the year.
1. Consulting agreement entered into between Euris
and Casino, Guichard-Perrachon on 5 September 2003
I 177
178
I
Parent company financial statements
Registration document 2009 / Casino Group
Statutory
Auditors’ Report
ON RELATED PARTY AGREEMENTS AND COMMITMENTS
2. Agreement concerning loans and current account
advances entered into on 8 November 2004 between
Casino, Guichard-Perrachon and Monoprix amended
on 15 July 2008
Casino, Guichard-Perrachon has agreed to make loans and
current account advances to Monoprix in tranches of €5 million with interest payable at Eonia until 15 July 2008 and
Euribor plus 10 basis points thereafter.
5. Current account and cash management agreement
entered into with Mercialys on 8 September 2005
Current account advances received from Mercialys under
this agreement amounted to €67,034k at 1 January 2008
and €8,489k at 31 December 2008. Interest expense for the
year, calculated at EONIA plus 10 basis points, amounted to
€297k.
In 2009, Casino, Guichard-Perrachon received interest income of €166k on these loans and advances. At 31 December
2009, the advance made to Monoprix had been repaid in full.
6. Chairman and Chief Executive Officer’s membership
of the healthcare, death and disability insurance plan
3. Partnership agreement with Mercialys entered
into on 8 September 2005
The Chairman and Chief Executive Officer is also a member
of group compulsory pension plans, the contributions to
which are determined by national joint agreements.
Under the terms of this contract, Casino, Guichard-Perrachon gives Mercialys priority access to all transactions carried out by the Casino Group, alone or in partnership with
third parties, for real estate development or acquisition of
commercial real estate entering into the scope of Mercialys’
operations.
This partnership, that has become null on March 19, 2009
(see above), had no impact in 2009.
4. Trademark licence agreement entered
into with Mercialys on 24 May 2007
Casino, Guichard-Perrachon has granted Mercialys, free of
consideration, a non-exclusive right in France only to use the
“Nacarat” tradename and trademark
, and the “Beaulieu” tradename and trademark.
Employer’s contributions to the plan for 2009 amounted to
€1.89k.
7. Framework agreement entered into between
Galeries Lafayette and Casino, Guichard-Perrachon
on 20 March 2003, amended on December 22, 2008
Under the partnership agreement entered into on 20 March
2003 replacing the initial agreement of 2 May 2000, Galeries
Lafayette and Casino Guichard-Perrachon granted the put
and call options:
The call and put options are now exercisable from 1 January 2012 to 20 March 2028. The call option exercise price
will be determined on the basis of an appraisal value plus
21%. From the date of exercice of the call option and for a
12 month length, Galeries Lafayette will benefit a put option
on its remaining 40% part in Monoprix S.A. at the same price
determined by an appraiser plus a 21% premium.
.
Mercialys has a right of first refusal over these trademarks
and tradenames should Casino, Guichard-Perrachon intend
to sell them.
Lyon and Paris, 10 March 2010
The Statutory Auditors
Ernst & Young Audit
Sylvain Lauria Daniel Mary-Dauphin
Cabinet Didier Kling & Associés
Christophe Bonte Didier Kling
Corporate governance
Registration document 2009 / Casino Group
Corporate
governance
180. Board of Directors and management
200. Auditing of financial statements
200. Statutory Auditors
201. Statutory Auditors’ fees
202. Chairman’s report
202. Corporate governance – Board practices
208. Internal control and risk management
217. Statutory Auditors’ Report
218. Appendix: Board of Directors’ Charter
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Corporate governance
Registration document 2009 / Casino Group
Board of Directors
and management
CORPORATE GOVERNANCE
The Company continues to diligently apply the principles of good governance, based on the recommendations set out in the
AFEP-MEDEF corporate governance code.
In 2009, shareholders elected two new independent directors to the Board, Jean-Dominique Comolli and Rose-Marie Van
Lerberghe.
BOARD OF DIRECTORS
COMPOSITION OF THE BOARD AND BOARD PRACTICES
At 3 March 2010, the Board of Directors comprised the following
fifteen members:
• Jean-Charles Naouri, Chairman
and Chief Executive Officer
• Didier Carlier, representing Euris
• Jean-Dominique Comolli
• Abilio Dos Santos Diniz
• Henri Giscard d’Estaing
• Jean-Marie Grisard, representing Matignon-Diderot
• Philippe Houzé
• Marc Ladreit de Lacharrière
• Didier Lévêque, representing Omnium de Commerce
et de Participations
• Gilles Pinoncély
• Gérald de Roquemaurel
• David de Rothschild
• Frédéric Saint-Geours
• Catherine Soubie, representing Finatis
• Rose-Marie Van Lerberghe.
Pierre Giacometti, non-voting director.
Antoine Guichard, Honorary Chairman (not a director).
Board Secretary: Jacques Dumas.
As part of its annual duties, the Appointments and Compensation Committee reviewed the composition of the Board of
Directors and, more particularly, assessed the independence
of directors with regard to the recommendations set out in
the Afep-Medef corporate governance code.
Directors are acknowledged for their competence, diversity
of experience, complementary areas of expertise and commitment to contributing to the Group’s future development.
Five directors meet the independence criteria set out in
the Afep-Medef code: Rose-Marie Van Lerberghe, JeanDominique Comolli, Henri Giscard d’Estaing, Gérald de
Roquemaurel and Frédéric Saint-Geours.
Another five directors are qualified outside people or representatives of the company’s shareholders: Abilio Dos Santos
Diniz, Philippe Houzé, Marc Ladreit de Lacharrière, Gilles
Pinoncély and David de Rothschild.
The Company’s controlling shareholder is represented by
five Directors following the resignation of Foncière Euris and
therefore does not hold a majority of the Board’s votes.
The rules and procedures governing the functioning of the
Board of Directors are defined by law, the Company’s articles of association and the Board Charter. They are described
in detail in the Chairman’s Report, which follows, and the
Board Charter.
Directors are elected for a term of three years.
Each director must hold at least 100 registered shares.
Registration document 2009 / Casino Group
Corporate governance
Non-voting director
The articles of association permit the appointment of one or more non-voting directors, who are either elected at an ordinary
general meeting of the shareholders or, between two meetings, appointed by the Board of Directors subject to ratification at
the next shareholders’ meeting. The non-voting directors are elected for a term of three years. They attend Board meetings
in a consultative capacity only, to make observations and give opinions. The number of non-voting directors may not exceed
five. The age limit for holding office as non-voting Director is 80.
Pierre Giacometti was appointed non-voting director at the Board meeting held on 3 March 2010. His appointment is subject
to ratification at the forthcoming annual general meeting.
DIRECTORSHIPS AND OTHER POSITIONS HELD BY MEMBERS OF THE BOARD OF DIRECTORS
Jean-Charles Naouri
Chairman and Chief Executive Officer
Date of birth
8 March 1949 – aged 61
Current office within the Company
• Office
Elected/appointed
Term expires
Director
4 September 2003
2012 AGM
• Office
Elected/appointed
Term expires
Chairman and Chief Executive Officer
4 September 2003
2012 AGM
• Office
Elected/appointed
Term expires
Chairman and Chief Executive Officer
21 March 2005
2012 AGM
• Chairman of the Board of Directors of Finatis
(listed company).
• Member of the Supervisory Board of Companhia
Brasileira de Distribuição – CBD (listed company).
• Director of Wilkes Participaçoes.
• Deputy Chairman of Fondation Euris.
• Director of Fimalac and Natixis (listed company).
• Legal Manager of SCI Penthièvre Seine
and SCI Penthièvre Neuilly.
• Member of the Bank of France Consultative Committee.
• Chairman of the “Promotion des Talents” Association.
• Honorary Chairman and Director of the Institut
de l’École Normale Supérieure.
Number of Casino shares held: 367
Directorships and positions held during
the past five years (other than those listed above)
Biography
A graduate of the École Normale Supérieure (Sciences), Harvard University and the École Nationale d’Administration,
Jean-Charles Naouri began his career as an Inspecteur des
Finances at the French Treasury. He was appointed chief of
staff for the Minister of Social Affairs and National Solidarity
in 1982, then for the Minister of the Economy, Finance and
Budget in 1984. He founded Euris in 1987.
Directorships and positions held in 2009
and as of 28 February 2010
Within the Euris Group
• Chairman of Euris (SAS).
• Chairman and Chief Executive Officer of Rallye
(listed company).
• Chairman of the Board of Directors of Euris SA.
• Member of the Supervisory Board of Groupe
Marc de Lacharrière (SCA), Natixis (listed company)
and Super de Boer (listed company).
• Representative of Casino, Guichard-Perrachon,
Chairman of Distribution Casino France.
• Director of HSBC France.
• Managing Partner of Rothschild & Compagnie Banque.
• Non-voting director of Fimalac (listed company)
and Caisse Nationale des Caisses d’Épargne
et de Prévoyance (CNCE).
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Corporate governance
Registration document 2009 / Casino Group
Board of Directors and management
BOARD OF DIRECTORS
Jean-Dominique Comolli
Abilio Dos Santos Diniz
Director
Director
Date of birth
Date of birth
25 April 1948 – aged 62
28 December 1936 – aged 73
Current office within the Company
Current office within the Company
Office
Elected/appointed
Term expires
Office
Elected/appointed
Term expires
Director
19 May 2009
2012 AGM
Director
4 September 2003
2012 AGM
Number of Casino shares held: 400
Number of Casino shares held: 150
Biography
Biography
Jean-Dominique Comolli is a graduate of the École Nationale d’Administration and the Institut d’Études Politiques.
He has held a number of senior positions in the French Civil
Service including Assistant Principal Private Secretary to
the Minister of the Economy, Finance and Budget, Principal
Private Secretary to the Budget Minister and Director General
of Customs and Duties at the Budget Ministry. In 1993, he
was appointed Chairman and Chief Executive Officer of
Seita and in 1999 Co-Chairman of Altadis. Since June 2005
he has been Chairman of the Board of Directors of Altadis
and Seita and, since July 2008, Deputy Chairman of the
Board of Directors of Imperial Tobacco.
A graduate in Business & Administration from the São Paulo
School of Administration – Getulio Vargas Foundation, Abilio
Dos Santos Diniz joined Companhia Brasileira de Distribuição
– CBD in 1956, where he has spent his entire career. The
main shareholder in CBD since the 1990s, he was appointed
Chief Executive Officer and then Chairman of the Board of
Directors. He has also been a member of the Superior Council
of the Economy of São Paulo State and the National Monetary Council of Brazil.
Jean-Dominique Comolli is also a director of Pernod-Ricard,
Calyon and the state-owned Opéra Comique.
Directorships and positions held in 2009
and as of 28 February 2010
• Chairman of the Board of Directors of Altadis SA (Spain)
and Seita.
• Chairman of the Supervisory Board of Altadis Morocco.
• Director of Pernod-Ricard (listed company), Calyon Bank
and the state-owned Opéra Comique.
• Deputy Chairman and Director of Imperial Tobacco (UK).
Directorships and positions held during the past five years
(other than those listed above)
• Co-Chairman of Altadis SA (Spain).
• Director of Aldeasa (Spain) and Logista (Spain).
Directorships and positions held in 2009
and as of 28 February 2010
Within the GPA Group
• Chairman of the Board of Directors of Companhia
Brasileira de Distribuição – CBD (listed company).
• Chairman of the Board of Directors of Wilkes
Participações S/A (Wilkes).
• Director of Sendas Distribuidora S/A (Sendas).
• Director of Globex Utilidades S/A (Globex)
(listed company).
• Director of Company Paic Participações Ltda,
Península Participações Ltda, Fazenda da Toca Ltda,
Ciclade Participações Ltda, Onyx 2006 Participações Ltda,
Rio Plate Empreendimentos e Participações Ltda,
Zabaleta Participações Ltda and Wilkes Participações S/A.
• Director Chairman of Recco Master Empreendimentos
e Participações S/A.
Directorships and positions held during
the past five years (other than those listed above)
• Officer Director of Instituto Pão de Açùcar
de Desenvolvimento Humano.
Corporate governance
Registration document 2009 / Casino Group
Pierre Giacometti
Henri Giscard d’Estaing
Director until 3 March 2010, appointed non-voting director
on that date
Director
Date of birth
Date of birth
17 October 1956 – aged 53
14 June 1962 – aged 47
Current office within the Company
Current office within the Company
Office
Elected/appointed
Term expires
Director
5 December 2008
Board meeting of 3 March 2010
Office
Elected/appointed
Term expires
Director
8 April 2004
2012 AGM
Number of Casino shares held: 313
Number of Casino shares held: 300
Biography
Biography
A graduate of the Institut d’Études Politiques in Paris, Pierre
Giacometti began his career with BVA in 1985. He became head
of political research in 1986 and was appointed executive
director in 1990, responsible for the Opinion, Institutionals &
Media division. In 1995, he joined the Ipsos group as Chief
Executive Officer of Ipsos Opinion and international director
responsible for developing global opinion research within
the group. In 2000, he became co-Chief Executive Officer of
Ipsos-France. From 1989 to 1999, Pierre Giacometti was a
senior lecturer at the Institut d’Études Politiques de Paris. In
February 2008, he left Ipsos and set up his own strategy and
communications consultancy, Giacometti Peron & Associés.
Directorships and positions held in 2009
and as of 28 February 2010
• Chairman of Giacometti Péron & Associés.
• Member of the Supervisory Board of the Fondation
pour l’Innovation Politique.
Directorships and positions held during the past five years
(other than those listed above)
• Member of the Economic Security Council for the Ministry
of the Interior, Overseas Departments and Territories
and Territorial Authorities.
Henri Giscard d’Estaing is a graduate of the Institut d’Études
Politiques de Paris and holds a Master’s degree in economics.
He began his career in 1982 with Cofremca. In 1987, he
joined the Danone Group as head of business development,
subsequently becoming Managing Director of UK subsidiary
HP Food Lea & Perrins, then Chief Executive Officer of EvianBadoit and lastly Director of the Mineral Waters division. In
1997, he joined Club Méditerranée as Deputy Chief Executive
Officer responsible for finance, business development and
international relations. In 2001, he was appointed Chief Executive Officer of Club Méditerranée and Chairman of Jet
Tours. He became Chairman of the Management Board of
Club Méditerranée in December 2002 and Chairman and
Chief Executive Officer in March 2005.
Directorships and positions held in 2009
and as of 28 February 2010
Within the Club Méditerranée Group
• Chairman and Chief Executive Officer of Club Méditerranée.
• Chairman of the Board of Directors of Club Med
World Holding.
• Chairman and founding Director of Fondation d’Entreprise
Club Méditerranée.
• Director of Holiday Hotels AG (Switzerland)
and Cathargo (Tunisia).
Outside the Club Méditerranée Group
• Member of the Supervisory Board of Randsdat
(Netherlands).
• Director of Aéroports De Paris (ADP).
Directorships and positions held during
the past five years (other than those listed above)
• Chairman of the Management Board of Club Méditerranée.
• Chairman of the Board of Directors of Jet Tours SA.
• Chairman of Hôteltour, Club Med Marin and CM UK Ltd (UK).
• Deputy Chairman of Nouvelle Société Victoria
(Switzerland).
• Permanent representative of Club Méditerranée SA
as a director of Hôteltour.
• Director of SECAG Caraïbes.
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Corporate governance
Registration document 2009 / Casino Group
Board of Directors and management
BOARD OF DIRECTORS
Philippe Houzé
Director
Date of birth
27 November 1947 – aged 62
Current office within the Company
Office
Elected/appointed
Term expires
Director
4 September 2003
2012 AGM
Number of Casino shares held: 300
Biography
Philippe Houzé began his career with Monoprix in 1969, becoming Chief Executive Officer in 1982 and Chairman and Chief
Executive Officer in 1994. Under his management, Monoprix
has become the benchmark town-centre convenience store
chain through its innovative sales concepts. The strategic
alliance he established with Casino in 2000 has contributed to
Monoprix’s success.
He is a member of the sustainable development association
“Comité 21”, and author of “La vie s’invente en ville”. He has a
strong personal commitment to sustainable development and
is closely involved in urban regeneration projects with a strong
focus on environmental and social responsibility.
Since 25 May 2005, Philippe Houzé has been Chairman of the
Management Board of Galeries Lafayette, the leading French
department-store banner.
He is an Officier de la Légion d’Honneur.
Directorships and positions held in 2009
and as of 28 February 2010
• Chairman of the Management Board of Société anonyme
des Galeries Lafayette.
• Chairman and Chief Executive Officer of Monoprix SA.
• Chairman of the Board of Directors of Aldeta
(company listed on compartment B of Eurolist).
• Chairman of the Board of Directors of Artcodif (SA).
• Chairman of the Board of Directors of Fondation
d’Entreprise Monoprix.
• Chairman of Aux Galeries de la Croisette (SAS).
• Chairman of Monop’ (SAS).
• Chairman of Monop Store (SAS).
• Chairman of Monoprix Exploitation (SAS), Naturalia
France (SAS) and Galeries Lafayette Haussmann (SAS).
• Chief Executive Officer of Motier (SAS).
• Member of the Supervisory Board of Bazar de l’Hôtel
de Ville - B.H.V. (SAS).
• Permanent representative of Monoprix SA
on the Board of Directors of Fidecom.
• Permanent representative of Galeries Lafayette
on the Boards of Laser and Laser Cofinoga.
Outside the Galeries Lafayette group:
• Director of HSBC France.
• Deputy Chairman of Union du Grand Commerce
de Centre-Ville (UCV).
• Member of the Board of Directors of the National Retail
Federation (NRF-USA).
Within the Paris Chamber of Commerce and Industry (CCIP)
• Elected member of the Paris Chamber of Commerce
and Industry.
• Chairman of the Founding Board of Advancia-Négocia.
• Vice-President of the Commerce and Trade Commission.
• Member of the Internal Regulations Commission.
• Member of the Communications Committee.
• Member of the Education Commission.
Directorships and positions held during
the past five years (other than those listed above)
• Chairman of the Supervisory Board of Sofidi SA.
• Chairman and Chief Executive Officer of Artcodif.
• Chief Executive Officer of Sogefin (SAS).
• Chairman of Aux Galeries de la Croisette (SAS) and
Europa Quartz (SAS).
• Director of Télémarket, Monoprix Exploitation,
Royal Orly (SA) and Société d’Exploitation du Palais
des Congrès de Paris (SEPCP).
• Member of the Commercial Urban Planning Commission
within the Paris Chamber of Commerce and Industry.
• Member of the Executive Committee of the MEDEF.
• Member of the Management Committee of Motier.
Corporate governance
Registration document 2009 / Casino Group
Marc Ladreit de Lacharrière
Gilles Pinoncély
Director
Director
Date of birth
Date of birth
6 November 1940 – aged 69
5 January 1940 – aged 70
Current office within the Company
Descendant of the Geoffroy Guichard family
Great Grandson of the Founder
Office
Elected/appointed
Term expires
Current office within the Company
Director
4 September 2003
2012 AGM
Number of Casino shares held: 600
Office
Elected/appointed
Term expires
Biography
Number of Casino shares held: 4,000 (full title)
and 21,000 (beneficial interest).
A graduate of the École Nationale d’Administration, Marc
Ladreit de Lacharrière began his career with Banque de
Suez et de l’Union des Mines, which subsequently became
Indosuez after merging with Banque de l’Indochine. He left
his position as the Head of Indosuez’s Investment Banking
Department in 1976 to join L’Oréal as Chief Financial Officer,
later becoming Vice Chairman and Deputy Chief Operating
Officer. In March 1991, he left L’Oréal to found his own company, Fimalac.
Directorships and positions held in 2009
and as of 28 February 2010
• Chairman and Chief Executive Officer of Fimalac.
• Member of the Institut de France (Académie des
Beaux-Arts).
• Chairman of the Board of Directors of Fitch Group
(United States), Fitch Ratings (United States)
and Agence France Museums.
• Chairman of the Management Board of Groupe
Marc de Lacharrière.
• Director of L’Oréal, Gilbert Coullier Productions (SAS)
and Renault.
• Member of the Bank of France Consultative Committee.
• Honorary Chairman of Comité National des Conseillers
du Commerce Extérieur de la France.
• Member of the Fondation Culture et Diversité, Fondation
Bettencourt Schueller, Fondation d’Entreprise L’Oréal,
Fondation des Sciences Politiques, Musée des Arts
Décoratifs and Conseil Artistique des Musées Nationaux.
• Legal Manager of Fimalac Participations.
Directorships and positions held during
the past five years (other than those listed above)
• Chairman of Fitch Group Holdings (USA).
• Director of Algorithmics (Canada), Cassina (Italy)
and state-owned Musée du Louvre.
• Member of the Conseil Stratégique pour l’Attractivité
de la France.
Director
4 September 2003
2012 AGM
Biography
A graduate of the École Supérieure d’Agriculture de Purpan in
Toulouse, Gilles Pinoncély began his career with l’Épargne,
which was taken over by the Casino Group in 1970. He was
appointed fondé de pouvoir in 1976, Managing Partner of
Casino in 1981, then Statutory Manager in 1990. He became
a member of the Supervisory Board in 1994 and a director
in 2003.
Directorships and positions held in 2009
and as of 28 February 2010
• Director of Monoprix and Financière Celinor
(Vie & Véranda).
• Director of Centre Long Séjour Sainte Élisabeth.
Directorships and positions held during
the past five years (other than those listed above)
• Director of Celinor and Vie & Véranda.
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Corporate governance
Registration document 2009 / Casino Group
Board of Directors and management
BOARD OF DIRECTORS
Gérald de Roquemaurel
Director
Date of birth
27 March 1946 – aged 64
Directorships and positions held in 2009
and as of 28 February 2010
Number of Casino shares held: 400
• Member of the Supervisory Board of Baron Philippe
de Rothschild SA.
• Chairman of the Board of Directors of SICAV Sagone.
• Deputy Chairman of Association Presse Liberté.
• Director of the Musée des Arts Décoratifs (association)
and Nakama (Skyrock).
• Senior Partner of Arjil.
Biography
Directorships and positions held during
the past five years (other than those listed above)
Gérald de Roquemaurel has a law degree, is a graduate of
the Institut d’Études Politiques de Paris and an alumnus of
the École Nationale d’Administration (1970 to 1972). A direct
descendant of Louis Hachette (founder of Librairie Hachette),
he joined Publications Filipacchi in 1972 and became a
director of Paris-Match in 1976. In 1981, he was appointed
Vice Chairman and Chief Executive Officer of Groupe Presse
Hachette (which became Hachette Filipacchi Presse in 1992).
From 1983 to 1985, he was responsible for the Group’s international expansion and in 1984 became director and Chief
Executive Officer of Publications Filipacchi (later Filipacchi
Medias), and then a member of the Executive and Strategic
Committee of Lagardère S.C.A, a director of Hachette SA and
Legal Manager of NMPP.
• Chairman and Chief Executive Officer of Hachette
Filipacchi Médias.
• Chairman of Hachette Filipacchi Presse and Quillet.
• Director of Hachette, Hachette Distribution Services,
Hachette Livre, Nice Matin, La Provence, Éditions Philippe
Amaury, Le Monde and Fondation Jean-Luc Lagardère.
• Member of the Supervisory Board of Société
Financière HR.
• Permanent representative of Hachette.
• Legal Manager of Compagnie pour la Télévision
Féminine SNC and Nouvelles Messageries de la Presse
Parisienne SARL.
• Managing Partner of HR Banque.
Current office within the Company
Office
Elected/appointed
Term expires
Director
31 May 2006
2012 AGM
On 18 June 1997, he was appointed Chairman and Chief
Executive Officer of Hachette Filipacchi Médias, then in 1998,
Chief Operating Officer of the Lagardère Group in charge of
the media division. In April 2001, he became Chairman of
F.I.P.P. (Fédération Internationale de la Presse Périodique)
for two years. In June 2001, he was appointed Chairman of
the Club de la Maison de la Chasse et de la Nature. In early
2007, he became Managing Partner of HR Banque and was
appointed Senior Partner of Arjil in January 2009.
Registration document 2009 / Casino Group
Corporate governance
David de Rothschild
Director
Date of birth
15 December 1942 – aged 67
Current office within the Company
Office
Elected/appointed
Term expires
Director
4 September 2003
2012 AGM
Number of Casino shares held: 400
Biography
A graduate of the Institut d’Études Politiques de Paris, David
de Rothschild began his career with Le Nickel. From 1973 to
1978, he was Chief Executive Officer of Compagnie du Nord
and then Chairman of the Management Board of Banque
Rothschild. He founded PO Banque in 1982 and became
Statutory Managing Partner of Rothschild & Cie Banque
and Chairman and Chief Executive Officer of Francarep (now
Paris-Orléans).
Directorships and positions held in 2009
and as of 28 February 2010
• Managing Partner of Rothschild & Cie Bank (SCS - Paris),
Rothschild & Cie (SCS - Paris), Rothschild Gestion
Partenaires (SNC Paris), Rothschild Ferrières (SC Paris),
SCI 2 Square Tour Maubourg (SC Paris) and Société
Civile du Haras de Reux (SC Reux).
• Chairman of Rothschild Concordia (SAS Paris),
Rothschild North America (USA), Rothschilds Continuation
Holding AG (Switzerland), N.M. Rothschild & Sons Ltd (UK)
and SCS Holding (SAS – Paris).
• Financière de Reux (SAS – Paris) and Financière
de Tournon (SAS – Paris).
• Vice Chairman of Rothschild Bank AG (Switzerland).
• Managing Director of Rothschild Europe BV
(Netherlands).
• Member of the Management Board of Paris-Orléans
(SA - Paris).
• Member of the Supervisory Board of Compagnie
Financière Saint-Honoré (SA- Paris) and Euris SA.
• Sole Director of GIE Five Arrows Messieurs de Rothschild
Frères (Paris) and Sagitas (Paris).
• Director of La Compagnie Financière Martin-Maurel
(SA - Marseille) and De Beers SA.
Directorships and positions held during
the past five years (other than those listed above)
• Managing Partner of Financière Rabelais
(SCA Paris).
• Vice Chairman of the Supervisory Board
of Paris-Orléans.
• Chairman of Rothschild Concordia AG (Switzerland),
Rothschild Holding AG (Switzerland), Concordia BV
(Netherlands) and Rothschild Investments NV
(Netherlands).
• Member of the Supervisory Board of ABN Amro
(Netherlands).
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Corporate governance
Registration document 2009 / Casino Group
Board of Directors and management
BOARD OF DIRECTORS
Frédéric Saint-Geours
Rose-Marie Van Lerberghe
Director
Director
Date of birth
Date of birth
20 April 1950 – aged 60
7 February 1947 – aged 63
Current office within the Company
Current office within the Company
Office
Elected/appointed
Term expires
Office
Elected/appointed
Term expires
Director
31 May 2006
2012 AGM
Director
19 May 2009
2012 AGM
Number of Casino shares held: 350
Number of Casino shares held: 300
Biography
Biography
Frédéric Saint-Geours has a degree in economics, is a laureate
of the Institut d’Études Politiques de Paris and an alumnus
of the École Nationale d’Administration. After a career with
the Ministry of Finance and in the offices of the President
of the National Assembly and the Secretary of State for the
Budget (1975 to 1986), he joined the PSA Peugeot-Citroën
group in 1986 as Deputy Chief Financial Officer and became
Chief Financial Officer of the group in 1988. From 1990 to
1997, he was Deputy Chief Executive Officer of Automobiles
Peugeot, where he was appointed Chief Executive Officer in
early 1998. He was a member of the Management Board of
PSA Peugeot-Citroën from July 1998 to December 2007. On 1
January 2008, he was appointed Adviser to the Chairman of
the Management Board of PSA Peugeot Citroën and member
of the Management Committee. He was elected Chairman
of the UIMM trade federation on 20 December 2007. On 17
June 2009, he became a member of the Management Board
of Peugeot SA and Head of Finance and Strategy for the PSA
Peugeot Citroen Group.
Rose-Marie van Lerberghe is a graduate of the École Nationale d’Administration, the Institut d’Études Politiques in Paris
and Insead Business School. She is an alumnus of the École
Normale Supérieure and has a degree in history and a higher
degree in philosophy. She started her career as inspector
at the General Inspection of Social Affairs and then became
deputy director for labour defence and promotion at the
employment delegation of the Ministry of Labour. She then
joined the Danone group for ten years, where she became
head of human resources. Subsequently, she was delegategeneral for employment and vocational training, and then
became Director of the network of Paris Hospitals. Since
2006, she has been Chairman of the Management Board of
the Korian group.
Rose-Marie Van Lerberghe is also a director of Air France
and the École des Hautes Études et Santé Publique.
Directorships and positions held in 2009
and as of 28 February 2010
• Member of the Management Board of Peugeot SA.
• Chairman and Chief Executive Officer of Banque
PSA Finance.
• Chairman of the Supervisory Board of Peugeot Finance
International NV.
• Vice Chairman of Dongfeng Peugeot Citroën Automobiles
Company Ltd.
• Vice Chairman and Managing Director of PSA International SA.
• Director of Gefco.
• Director of Peugeot Citroën Automobiles SA.
• Director of PCMA Holding B.V.
• Chairman of Union des Industries et Métiers
de la Métallurgie.
Directorships and positions held during
the past five years (other than those listed above)
• Member of the Supervisory Board of Peugeot
Deutschland GmbH.
• Director of Peugeot España SA.
• Chief Executive Officer and Director of Automobiles Peugeot.
• Permanent representative of Automobiles Peugeot on the
Board of Directors of Gefco and Bank PSA Finance.
Directorships and positions held in 2009
and as of 28 February 2010
• Chairman of the Management Board of the Korian Group.
• Director of Air France.
• Director of the Ecole des Hautes Études et Santé
Publique (EHESP).
• Director of the Institut des Hautes Études et Santé
Publique (IGESP).
Directorships and positions held during the past five years
(other than those listed above)
• Member of the Board of Directors of the Institut
Pasteur foundation.
Registration document 2009 / Casino Group
Corporate governance
Matignon Diderot
Director
Société par actions simplifiée
e with share capital of €3,038,500
Registered office: 83 rue du faubourg Saint-Honoré,
75008 Paris, France
Registration number: 433 586 260 RCS Paris
Outside the Euris Group
• Legal manager of Frégatinvest SARL.
• Member of the Steering Committee and deputy treasurer
of the “Promotion des Talents” association.
Current office within the Company
Directorships and positions held during
the past five years (other than those listed above)
Within the Euris Group
• Chief Executive Officer of Euris SA and Finatis SA
(listed company).
• Chairman of Matimmob 1 SAS, Eurdev SAS, Matignon
Diderot SAS and Matignon Rousseau SAS.
• Director of Foncière Euris (listed company) and
Green Street Investments International Ltd.
• Permanent representative of Euris SA on the Board
of Directors of Casino, Guichard-Perrachon SA
(listed company).
• Permanent representative of Groupe Euris SAS
on the Board of Directors of Euris SA.
• Permanent representative of Foncière Euris
on the Board of Directors of Marigny Belfort SA.
Office
Elected/appointed
Term expires
Director
17 October 2007
2012 AGM
Number of Casino shares held: 350
Directorships and positions held in 2009
and as of 28 February 2010
• Director of Finatis (listed company).
Directorships and positions held during
the past five years (other than those listed above)
• Director of Euris SA and Rallye (listed company).
Permanent representative
Jean-Marie Grisard
Date of birth
1 May 1943 – aged 66
Biography
A graduate of the École des Hautes Études Commerciales,
Jean-Marie Grisard began his career with the mining group
Penarroya-Le Nickel-Imétal, holding various positions in Paris
and London. He was appointed Chief Financial Officer of
Francarep (now Paris-Orléans) in 1982 and joined Euris in
1988 as Company Secretary, a position he held until 2008.
Directorships and positions held in 2009
and as of 28 February 2010
Within the Euris Group
• Director of Carpinienne de Participations (listed company),
Finatis SA (listed company), Euris Limited, Euris
North America Corporation (ENAC), Euris Real Estate
Corporation (EREC), Euristates and Park Street
Investments International Ltd.
• Permanent representative of Finatis SA on the Board
of Directors of Rallye SA (listed company).
• Director and Treasurer of Fondation Euris.
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Corporate governance
Registration document 2009 / Casino Group
Board of Directors and management
BOARD OF DIRECTORS
Finatis
Director
Directorships and positions held in 2009
and as of 28 February 2010
Directorships and positions held in 2009
and as of 28 February 2010
Within the Euris Group
• Deputy Chief Executive Officer of Rallye SA
(listed company).
• Permanent representative of Euris on the Board
of Directors of Rallye SA (listed company).
• Permanent representative of Casino, Guichard-Perrachon
on the Board of Directors of Banque du Groupe Casino SA.
• Permanent representative of Rallye SA on the Board
of Directors of Groupe Go Sport SA (listed company).
• Director of Mercialys (listed company).
• Director of Fondation Euris.
• Director of Carpinienne de Participations
(listed company), Foncière Euris (listed company)
and Rallye (listed company).
Outside the Euris Group
• Legal Manager of Bozart.
• Director of Medica.
Directorships and positions held during
the past five years (other than those listed above)
Directorships and positions held during
the past five years (other than those listed above)
Within the Euris Group
• Chairman of the Board of Directors of Groupe Go Sport SA
(listed company).
• Director of Banque du Groupe Casino SA.
• Permanent representative of Miramont Finance
et Distribution SA on the Board of Directors
of Groupe Go Sport SA (listed company).
• Permanent representative of Matignon Sablons
on the Board of Directors of Groupe Go Sport SA
(listed company).
Société anonyme
e with share capital of €84,852,900
Registered office: 83 rue du faubourg Saint-Honoré,
75008 Paris, France
Registration number: 712 039 163 RCS Paris
Current office within the Company
Office
Elected/appointed
Term expires
Director
15 March 2005
2012 AGM
Number of Casino shares held: 380
• Director of Euris SA.
Permanent representative
Catherine Soubie
Date of birth
20 October 1965 – aged 44
Biography
A graduate of the École Supérieure de Commerce (Paris),
Catherine Soubie began her career in 1989 with Lazard in
London and then Paris, where she was appointed Head of
Financial Affairs. She then joined Morgan Stanley in Paris,
where she became Managing Director. In early 2005, she
joined Rallye as Deputy Chief Executive Officer.
Outside the Euris Group
• Managing Director of Morgan Stanley.
Corporate governance
Registration document 2009 / Casino Group
Euris
Director
Didier Carlier
Directorships and positions held in 2009
and as of 28 February 2010
Within the Euris Group
• Deputy Chief Executive Officer of Rallye SA
(listed company).
• Chairman and Chief Executive Officer of Miramont
Finance et Distribution SA and La Bruyère SA.
• Chairman of Alpétrol SAS, Cobivia SAS, Colisée
Finance III SAS, Colisée Finance IV SAS, Genty Immobilier
et Participations SAS, Kerrous SAS, L’Habitation Moderne
de Boulogne SAS, Les Magasins Jean SAS, Marigny Percier
SAS, Matignon Sablons SAS and Omnium de Commerce
et de Participations SAS, Parandas SAS.
• Chairman and Chief Executive of MFD Inc. USA.
• Deputy Director of Club Sport Diffusion SA and Limpart
Investments B.V.
• Representative of Parande SAS as Chairman of Pargest
SAS, and Parinvest SAS.
• Permanent representative of Foncière Euris as Director
of Rallye (listed company).
• Permanent representative of Omnium de Commerce
et de Participations SAS as Director of Groupe
Go Sport SA (listed company).
• Legal Manager of SCI de Kergorju, SCI des Sables
and SCI des Perrières.
Date of birth
5 January 1952 – aged 58
Outside the Euris Group
• Legal Manager of SC Dicaro.
Biography
Directorships and positions held during
the past five years (other than those listed above)
Within the Euris Group
• Chairman and Chief Executive Officer of Ancar,
Colisée Finance SA and Colisée Finance II SA.
• Chairman of MFD Finances SAS, Parande Développement
SAS, Parcade SAS, Soparin SAS and Syjiga SAS.
• Director of The Athlete’s Foot Group Inc. and
Clearfringe Ltd.
• Legal Manager of SCI de Periaz and SCI Des Îles Cordées.
• Representative of Parande SAS as Chairman of Pargest
Holding SAS, Matignon Neuilly SAS and Sybellia SAS.
Société par actions simplifiée
e with share capital of €169,806
Registered office: 83 rue du faubourg Saint-Honoré,
75008 Paris, France
Registration number: 348 847 062 RCS Paris
Current office within the Company
Office
Director
Elected/appointed
4 September 2003
Term expires
2012 AGM
Number of Casino shares held: 365
Directorships and positions held in 2009
and as of 28 February 2010
• Director of Finatis (listed company), Foncière Euris
(listed company) and Rallye (listed company).
Directorships and positions held during
the past five years (other than those listed above)
• Chairman of Matignon Diderot (SAS)
and Matignon Rousseau (SAS).
Permanent representative
Didier Carlier is a graduate of the Reims École Supérieure
de Commerce and a qualified accountant. He began his
career in 1975 as an auditor with Arthur Andersen audit department, rising to the grade of Manager. He subsequently
became Corporate Secretary of Équipements Mécaniques
Spécialisés and then Chief Financial Officer of the Hippopotamus restaurant group. He joined the Rallye group in 1994
as Chief Financial Officer and was appointed Deputy Chief
Executive Officer in January 2002.
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Corporate governance
Registration document 2009 / Casino Group
Board of Directors and management
BOARD OF DIRECTORS
Omnium de Commerce
et de Participations (OCP)
Director
Société par actions simplifiée
e with share capital of €2,427,000
Registered office: 83 rue du faubourg Saint-Honoré,
75008 Paris, France
Registration number: 572 016 681 RCS
Current office within the Company
Office
Director
4 September 2003
Elected/appointed
Term expires
2012 AGM
Number of Casino shares held: 5,622,468
Directorships and positions held in 2009
and as of 28 February 2010
• Director of Groupe Go Sport SA (listed company).
Directorships and positions held during
the past five years (other than those listed above)
• Director of Miramont Finance et Distribution.
Permanent representative
Didier Lévêque
Date of birth
20 December 1961 – aged 48
Biography
Didier Lévêque is a graduate of the École des Hautes Études
Commerciales. From 1985 to 1989, he was research manager for the Finance Department of Roussel-Uclaf. He joined
the Euris Group in 1989 as deputy Corporate Secretary and
is now Corporate Secretary.
Directorships and positions held in 2009
and as of 28 February 2010
Within the Euris Group
• Corporate Secretary of Euris SAS.
• Chairman and Chief Executive Officer of Euris
North America Corporation (ENAC), Euristates Inc.
and Euris Real Estate Corporation (EREC).
• Chairman of Parande Brooklyn Corp.
• Chairman of Par-Bel 2 (SAS), Matignon Diderot (SAS)
and Matimmob 1 (SAS).
• Chief Executive Officer of Carpinienne de Participations SA
(listed company) and Finatis (listed company).
• Director of Carpinienne de Participations (listed
company), Park Street Investments International Ltd
and Euris Limited.
• Permanent representative of Finatis as Director
of Foncière Euris (listed company).
• Permanent representative of Matignon Diderot as Director
of Finatis (listed company).
• Permanent representative of Matignon Corbeil Centre
as Director of Rallye (listed company).
Outside the Euris Group
• Legal Manager of SARL EMC Avenir 2.
Directorships and positions held during
the past five years (other than those listed above)
Within the Euris Group
• Deputy Corporate Secretary of Euris SAS.
• Chairman of Compagnie d’Investissements
Trans-Européens - CITE (SAS), Parinvest (SAS),
Dofinance (SAS), Euristech (SAS), Par-Bel 1 (SAS),
Parantech Expansion (SAS), Montparnet (SAS)
and Matignon-Tours (SAS).
• Director of Green Street.
• Permanent representative of Carpinienne de Participations
(listed company) as Director of Marigny Belfort.
• Permanent representative of Euris as Director
of Foncière Euris (listed company).
• Permanent representative of HMB as Director
of Colisée Finance.
• Representative of Euristech as Chairman
of Marigny-Artois (SAS).
• Representative of Parinvest as Chairman
of Parfonds (SAS).
Outside the Euris Group
• Legal Manager of EMC Avenir.
Registration document 2009 / Casino Group
Corporate governance
Foncière Euris
Director
Société anonyme
e with share capital of €149,648,910
Registered office: 83 rue du faubourg Saint-Honoré,
75008 Paris, France
Registration number: 702 023 508 RCS Paris
Current office within the Company
Office
Elected/appointed
Term expires
Director
4 September 2003
2011 AGM
Number of Casino shares held: 365
Directorships and positions held in 2009
and as of 28 February 2010
• Chairman of Matignon Abbeville SAS, Matignon Bail SAS,
Matignon Corbeil Centre SAS, Marigny Belfort SAS,
Marigny-Elysées SAS, Marigny Expansion SAS
and Marigny Foncière SAS.
• Director of Rallye SA (listed company).
• Legal Manager of SCI Sofaret and SCI Les Herbiers.
• Co-Legal Manager of SNC Alta Marigny Carré de Soie.
Directorships and positions held during
the past five years (other than those listed above)
• Chairman of Marigny Concorde.
• Director of Apsys International, Marignan Consultants
and Marigny Belfort.
• Legal Manager of SCI Pont de Grenelle.
Permanent representative
Pierre Féraud
Date of birth
28 September 1940 – aged 69
Biography
A graduate of the École des Hautes Études Commerciales
and the Institut d’Études Politiques de Paris, Pierre Féraud
has held various positions in property development financing
and property portfolio management, chiefly with UIC-SOFAL
and GMF. He joined the Euris Group in 1991 and became
Chairman of Foncière Euris in 1992.
Directorships and positions held in 2009
and as of 28 February 2010
Within the Euris Group
• Chairman of the Board of Directors of Foncière Euris
(listed company) and Carpinienne de Participations
(listed company).
• Chairman of Pargest Holding.
• Director of Rallye SA (listed company) and Mercialys SA
(listed company).
• Permanent representative of Euris SAS on the Board
of Directors of Finatis SA (listed company).
• Permanent representative of Centrum NS as Legal
Manager of Manufaktura Luxembourg sarl.
• Co-Legal Manager of Alexa Holding GmbH, Alexanderplatz
Voltairestrasse GmbH, Alexa Shopping Centre GmbH,
Centrum NS Sarl, Einkaufzsentrum am Alex GmbH,
Gutenbergstrasse BAB5 GmbH, HBF Königswall, Loop 5
Shopping Centre, SCI Les Deux Lions, SCI Palais
des Marchands and SCI Ruban Bleu Saint-Nazaire.
Outside the Euris Group
• Deputy Chairman of the Supervisory Board
of Les Nouveaux Constructeurs SA (listed company).
Directorships and positions held during
the past five years (other than those listed above)
Within the Euris Group
• Chairman of the Board of Directors of Marigny Belfort (SA).
• Chairman of Mermoz Kléber.
• Chief Executive Officer of Foncière Euris (listed company).
• Director of Parande SAS.
• Permanent representative of Matignon Diderot on the
Board of Directors of Euris (SA).
• Representative of Foncière Euris as Chairman of Marigny
Belfort SAS, Marigny Élysées SAS, Marigny Expansion SAS,
Marigny Foncière SAS, Matignon Abbeville SAS, Matignon
Bail SAS, and Matignon Corbeil Centre SAS.
• Representative of Foncière Euris as Chairman of Marigny
Participations, Marigny Valbréon, Marigny Tours,
Les Moulins à Vent and Marigny Concorde.
• Legal Manager of Centrum Development, Centrum Gdynia,
Centrum Wroclaw and Centrum Poznan, SCI Le Parc Alfred
Daney, SCI Caserne de Bonne, SCI Les Halles de Bord
de Loire, SCI Le Parc Agen Boe, SCI Apsys Robert de Flers,
SCI Le Parc Soyaux, SCI Parc de la Marne, SCI Les Halles
Neyrpic, SCI l’Amphithéâtre, SCI Cité Villette, SCI Les Rives
de l’Orne and SCI Moulins Place d’Allier.
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Corporate governance
Registration document 2009 / Casino Group
Board of Directors and management
BOARD OF DIRECTORS
Directorships and positions held during
the past five years (other than those listed above)
Within the Euris Group
• Representative of Foncière Euris as Legal Manager
of SCI Hôtel d’Arc 1800 and SCI Pont de Grenelle.
• Representative of Marigny-Foncière as Co-Legal
Manager of SNC Centre Commercial Porte de Châtillon,
SCI Pont de Grenelle and SCI Palais des Marchands.
• Permanent representative of Foncière Euris SA
as Legal Manager of SCI Sofaret, SCI Les Herbiers
and SNC Alta Marigny Carré de Soie.
• Representative of Marigny-Elysées SAS as Co-Legal
Manager of SCCV des Jardins de Seine 1, SCCV
des Jardins de Seine 2 and SNC Centre Commercial
du Grand Argenteuil.
• Representative of Marigny Valbréon as Co-Legal
Manager of Société d’Aménagement Valbréon SNC.
• Representative of Matignon Abbeville SAS as Co-Legal
Manager of Centrum K Sarl, Centrum J Sarl, Centrum Z
Sarl et Centrum NS.
Outside the Euris Group
• Permanent representative of Foncière Euris aux
on the Board of Directors of Marignan Consultants (SA)
and Apsys International (SA).
Antoine Guichard
Honorary Chairman (not a director)
Date of birth
21 October 1926 – aged 83
Descendant of the Geoffroy Guichard family
Number of Casino shares held: 54,577
Biography
A graduate of the École des Hautes Études Commerciales,
Antoine Guichard began his career with Casino in 1950. He
was appointed fondé de pouvoir en 1953, Managing Partner
in 1966, then Statutory Legal Manager in 1990. He was
Chairman of the Management Board from 1994 to 1996,
when he joined the Supervisory Board, becoming its Chairman in 1998. He was a director from 2003 to 2005 and has
been Honorary Chairman of the Board of Directors since
2003.
Directorships and positions held in 2009
and as of 28 February 2010
• Honorary Chairman of Fondation Agir Contre l’Exclusion
(FACE).
• Director of Celduc.
Directorships and positions held during
the past five years (other than those listed above)
None.
To the best of the Company’s knowledge, during the last five years none of the members of the Board of Directors has received
any convictions in relation to fraudulent offences or has acted in the capacity of manager of a company that has undergone
bankruptcy or been placed in receivership or liquidation. In addition, no director has received an official public incrimination
and/or sanction by any statutory or regulatory authority or has ever been disqualified by a court from acting as a member of
the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the
affairs of any issuer.
There are no directors elected by the employees or directors representing the employee shareholders.
There are no family ties between the directors.
Registration document 2009 / Casino Group
Corporate governance
SENIOR MANAGEMENT
Chairman and Chief Executive Officer
At its meeting of 19 May 2009, acting on the recommendation of the Appointments and Compensation Committee,
the Board of Directors renewed Jean-Charles Naouri’s term
of office as Chairman and Chief Executive Officer for the
remainder of his term as a director, expiring at the annual
general meeting to be held in 2012.
As Chairman of the Board of Directors, Jean-Charles Naouri
organises and leads the work of the Board and reports thereon
at Shareholders’ Meetings. He is also responsible for ensuring that the Company’s corporate governance structures
function correctly.
Restrictions on the Chief Executive Officer’s powers
In accordance with article L 225-56 of the French Commercial Code (Code de commerce), the Chief Executive Officer
has full powers to act in all circumstances in the name of
the Company within the limits of its corporate purpose, and
except for those powers vested by law in the Board of Directors or in the shareholders in a General Meeting. The Chief
Executive Officer represents the Company in its dealings
with third parties.
However, at the time of his appointment, with a view to ensuring good corporate governance, Jean-Charles Naouri requested that the restrictions on the Chief Executive Officer’s
powers relating to certain management transactions should
remain in place, based on the type of transaction concerned
and/or the amounts involved. These restrictions are set out
in the Chairman’s Report (see page 203).
Jean-Charles Naouri is the Company’s only executive officer.
Executive Committee
The Executive Committee, headed by the Chairman and Chief
Executive Officer, is responsible for the day-to-day management of the Group’s operations. It implements the strategic
guidelines set out by the Board of Directors and the Chief
Executive Officer. It helps to shape strategy, coordinates
and shares initiatives, tracks cross-functional projects, it
ensures the alignment of action plans deployed by the subsidiaries and operating divisions, and, in this capacity, sets
priorities when necessary. It monitors the Group’s results
and financial position and draws up the Group’s overall
business plans. The Committee meets fortnightly.
The Executive Committee comprises the following
members:
• Jean-Charles Naouri, Chairman and Chief Executive
Officer.
• Hervé Daudin, Merchandise and Supply Chain Director,
Chairman of the Board of Directors of Cdiscount.
• Yves Desjacques, Human Resources Director.
• Jean-Michel Duhamel, Chairman of Asinco and
Franprix-Leader Price.
• Jacques Ehrmann, Real Estate and Expansion Director.
• Antoine Giscard d’Estaing, Chief Financial Officer.
• Thierry Levantal, Group Legal Counsel.
• André Lucas, Managing Director, Hypermarkets
and Casino Supermarkets.
• Arnaud Strasser, Corporate Development and Holdings
Director.
EXECUTIVE OFFICERS’ COMPENSATION
AND DIRECTORS’ FEES
The principles and rules approved by the Board of Directors
for determining the compensation and benefits allocated to
corporate officers are described in the Chairman’s report on
(page 206).
Chairman and Chief Executive Officer’s
compensation
In his capacity as Chairman and Chief Executive Officer,
Jean-Charles Naouri receives a fixed salary plus a performance-related bonus set annually on the recommendation of
the Appointments and Compensation Committee, supported
where appropriate by market surveys conducted by outside
consultants.
His gross annual fixed salary, approved by the Board of
Directors on 21 March 2005, is €700,000. His performancerelated bonus can represent up to 100% of his fixed salary.
It is contingent on the achievement of quantitative targets
concerning sales, consolidated trading profit and net debt
ratios, consistent with those set for members of the Executive Committee.
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Corporate governance
Registration document 2009 / Casino Group
Board of Directors and management
SENIOR MANAGEMENT
Compensation paid to the Chairman and Chief Executive Officer by Casino
Total compensation and directors’ fees paid by the company to Jean-Charles Naouri in his capacity as Chairman and Chief
Executive Officer in 2008 and 2009:
In €
2008
2009
Amount due (3)
Amount paid (4)
Amount due (3)
Amount paid (4)
Fixed (1)
€700,000
€700,000
€700,000
€700,000
Variable (1)(2)
€635,600
€466,667
€233,333
€635,600
Exceptional bonus
Directors’ fees
Benefits
Total
(1)
(2)
(3)
(4)
–
–
–
–
€12,500
€12,500
€12,500
€12,500
–
–
–
–
€1,348,100
€1,179,167
€945,833
€1,348,100
Gross before social security contributions and tax.
The method of setting the performance-related component is described in the Chairman’s report on page 206.
Compensation due in respect of the relevant year regardless of payment date.
Total compensation paid by the company during the year.
Jean-Charles Naouri has no employment contract. He has no entitlement to supplementary pension benefits, termination
benefits or non-compete benefits. He is a member of the mandatory group pension plans (ARCCO and AGIRC) and the death
and disability plan covering all employees within the company.
Compensation paid to the Chairman and Chief Executive Officer by Casino,
its controlling companies and its subsidiaries
The table below shows all compensation and benefits paid to the Chairman and Chief Executive Officer by Casino, GuichardPerrachon, its subsidiaries, its controlling companies and companies controlled by them.
In €
2008
2009
€2,530,600 (1)
€2,298,333 (2)
Valuation of stock options granted during the year
Not applicable
Not applicable
Valuation of share grants made during the year
Not applicable
Not applicable
€2,530,600
€2,298,333
Compensation due for the year
Total
(1) Compensation and/or directors’ fees paid by Casino, Guichard-Perrachon (€1,348,100), Rallye (€10,000), Finatis (€2,500) and Euris (€1,170,000).
(2) Compensation and/or directors’ fees paid by Casino, Guichard-Perrachon (€945,833), Rallye (€10,000), Finatis (€2,500) and Euris (€1,340,000).
No compensation or directors’ fees were paid to the Chief Executive Officer by subsidiaries.
Directors’ fees
At their meeting of 19 May 2009, the shareholders set the total amount of directors’ fees to be allocated to members of the
Board and the Committees of the Board at €650,000. These fees are allocated among directors on the following basis, in line
with the recommendations made by the Appointments and Compensation Committee.
The total fee per director is set at €25,000, comprising a fixed fee (€8,500) and a variable fee (€16,500 maximum) based on
their attendance rate at Board meetings. Variable fees not paid to absent members are not reallocated.
The total fee for the Chairman and for directors representing the majority shareholder is capped at €12,500.
On his appointment, the Chairman of the Board of Directors waived the additional fee of €25,000 previously paid to the Chairman.
An additional fee is paid to Antoine Guichard for the duties he performs as Honorary Chairman in recognition of his attendance at meetings and his continuing input to the Company.
Corporate governance
Registration document 2009 / Casino Group
• Members of the Board Committees each receive a fixed fee (€6,500) and a variable fee based on attendance (up to €13,500
for members of the Audit Committee and up to €8,745 for members of the Appointments and Compensation Committee).
Variable fees not paid to absent members are not reallocated.
• Total directors’ fees paid in January 2009 in respect of 2008 to members of the Board of Directors and the Committees of
the Board amounted to €444,220. Total directors’ fees paid in 2010 in respect of 2009 amounted to €544,005 due to both
the election of two additional independent directors and the allocation of an additional fee of €10,000 to each independent
member of the Audit Committee in recognition of their specific assignment to supervise and review the independent
appraisal related to the proposed conversion of preferred non-voting shares into ordinary shares.
Total compensation and directors’ fees paid in 2008 and 2009 by the Company, its subsidiaries, companies that control it and
companies controlled by them, to corporate officers other than the Chairman and Chief Executive Officer can be analysed
as follows:
Directors’ fees and compensation paid
In €
2008
Directors’ fees
2009
Other
compensation(1)
Directors’ fees
Other
compensation(1)
Didier Carlier (2)
32,500
437,000
32,500
Abilio Dos Santos Diniz
16,750
–
20,286
–
André Crestey (until 29 May 2008)
18,854
130,360
11,125
126,200
–
–
–
–
11,813
556,175
12,500
Jean-Dominique Comolli (3)
Pierre Féraud
Pierre Giacometti
471,500
545,167 (4)
–
–
3,065
Henri Giscard d’Estaing
30,620
–
30,816
–
Jean-Marie Grisard (5)
12,500
376,902
12,500
23,198
Antoine Guichard
61,000
–
61,000
–
Philippe Houzé
22,250
370,039
25,000
370,039
Marc Ladreit de Lacharrière
12,625
–
13,214
–
–
338,277
7,193
483,901
Gilles Pinoncély
58,870
–
60,245
–
Henri Proglio (until 9 June 2008)
38,063
–
39,500
–
Gérald de Roquemaurel
33,205
–
35,531
–
David de Rothschild
26,330
–
26,710
–
Frédéric Saint-Geours
40,875
–
45,000
–
Catherine Soubie
27,745
734,250
27,745
769,071
–
–
–
–
Didier Lévêque
Rose-Marie Van Lerberghe (3)
–
(1) Directors’ fees and/or compensation and benefits paid by Casino’s subsidiaries and/or companies that control Casino or companies controlled by
them.
(2) Representative of Euris, parent company of the Euris group, which in 2009 received a total of €3,942,465 before tax in strategic advisory fees from all
companies it controls, including €350,000 before tax from Casino.
(3) Elected as director on 19 May 2009.
(4) Excluding €104,804 in retirement bonuses.
(5) Excluding €241,874 in retirement bonuses (paid in 2008) and €97,500 before tax in advisory fees paid to Frégatinvest, of which he is Legal Manager.
In 2009, €130,000 before tax in advisory fees were paid.
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Corporate governance
Registration document 2009 / Casino Group
Board of Directors and management
SENIOR MANAGEMENT
Directors’ fees paid in January 2010 in respect of 2009
In €
Directors
Fixed
Committees
Variable
Fixed
Variable
Didier Carlier (1)
4,250
8,250
2,708
2,700
Jean-Dominique Comolli (2)
5,667
11,000
4,333
20,800
Abilio Dos Santos Diniz
8,500
16,500
–
–
Pierre Féraud (3)
2,833
5,500
–
–
Pierre Giacometti
8,500
16,500
5,417
10,800
Henri Giscard d’Estaing
8,500
13,750
6,500
8,745
Jean-Marie Grisard
4,250
8,250
–
–
61,000
–
–
–
Philippe Houzé
8,500
16,500
–
–
Marc Ladreit de Lacharrière
8,500
2,750
–
–
Didier Lévêque
4,250
8,250
–
–
Gilles Pinoncély (4)
8,500
16,500
9,208
30,059
Gérald de Roquemaurel
8,500
16,500
6,500
8,745
David de Rothschild
8,500
5,500
6,500
6,559
Frédéric Saint-Geours
8,500
16,500
6,500
23,500
Catherine Soubie
4,250
8,250
6,500
8,745
Rose-Marie Van Lerberghe (5)
5,667
11,000
4,333
2,186
Antoine Guichard
(1) Duties as member of the Audit Committee ended on 19 May 2009.
(2) Elected Director and appointed member of the Audit Committee on 19 May 2009.
(3) Duties as a director ended on 26 August 2009.
(4) Duties as member of the Appointments and Compensation Committee ended on 19 May 2009.
(5) Elected director and appointed member of the Appointments and Compensation Committee on 19 May 2009.
Executive Committee compensation
The Appointments and Compensation Committee is advised
of the Company’s compensation policy for members of the
Executive Committee.
An annual “road map” sets out the applicable criteria, the
weighting assigned to each criterion in the overall appraisal,
and the targets to be met.
This policy is designed to ensure a competitive positioning
of compensation with market general practices and to be
in line with similar French companies. It is also designed to
encourage and reward performance both in terms of Group
activity and results and individual performance.
The variable component can be up to 50% of the fixed salary
if targets are reached and up to 100% if they are exceeded.
Total compensation paid to Executive Committee members
comprises a fixed and a variable component.
The variable component is contingent on the achievement
of various targets:
• quantitative Group targets, which are identical to those set
for the Chief Executive Officer;
• personal quantitative targets based on the operating units
and departments for which the person is responsible (e.g.
achievement of budget or strategic plan);
• personal qualitative targets based on a general appraisal
mainly taking account of managerial attitudes and behaviour.
In 2009, total compensation and benefits paid by the Company and its subsidiaries to Executive Committee members
other than the Chairman and Chief Executive Officer amounted
to €5,403,913, including €1,965,145 in performance-related
bonuses for 2008 and €42,054 in benefits.
Corporate governance
Registration document 2009 / Casino Group
STOCK OPTIONS AND SHARE GRANTS
CONFLICTS OF INTEREST
The Chairman and Chief Executive Officer is not entitled to
receive stock options or share grants from Casino, GuichardPerrachon, companies it controls or companies that control it.
The Company has relations with all its subsidiaries in its
day-to-day management of the Group. It also signed a strategic advice and assistance agreement in 2003 with Euris,
the ultimate holding company whose majority shareholder
is Jean-Charles Naouri, under which it receives advice from
the Rallye Group, Casino’s majority shareholder. Fees paid
under this agreement amounted to €350,000 before tax. No
benefits are granted under the provisions of the agreement.
No stock options or share grants were awarded to other corporate officers in 2009 by Casino or its subsidiaries.
As employees, members of the Executive Committee may receive stock options and/or share grants each year, as part of
a policy to retain key people and involve them in the Group’s
development.
Share grants are contingent on the achievement of a performance condition specific to the company and to the
grantee being employed by the Group on the vesting date.
Stock options are contingent on the optionee being employed by the Group on the exercise date.
Options are granted with no discount to the share price and
the exercise price is based on the average quoted prices
during the 20 trading days immediately prior to the grant
date.
In addition to the annual allocation, the company may also
make share grants on an exceptional basis, especially to
employees who have made a significant contribution to
strategy or highly complex transactions.
In 2009, members of the Executive Committee received the
following:
• a total of 2,309 stock options with an average exercise
price of €57.18;
• a total of 64,200 share grants subject to a performance
condition and a continued employment condition;
• in addition, 16,745 share grants were made on an exceptional basis to two Executive Committee members in 2009,
without any continued employment condition.
In 2009, members of the Executive Committee did not exercise
any options on new Casino shares.
Jean-Charles Naouri, Didier Carlier, Pierre Féraud, JeanMarie Grisard, Didier Lévêque and Catherine Soubie, directors
or permanent representatives of the Rallye and Euris groups,
are executives and/or members of the Board of companies
belonging to those groups and receive compensation and/or
directors’ fees in that capacity. Philippe Houzé, director, is
Chairman and Chief Executive Officer of Monoprix.
Apart from these relationships, there are no potential conflicts of interest between the directors’ and managers’ duties
towards the Company and their private interests.
The responsibilities of the Audit Committee and the Appointments and Compensation Committee, both of which
comprise a majority of independent directors, help to prevent
conflicts of interest and ensure that the majority shareholder
does not abuse its position.
The Statutory Auditors’ special report on regulated agreements signed between the Company and (i) the Chairman
and Chief Executive Officer, (ii) a director, or (iii) a shareholder
owning more than 10% of the Company’s voting rights, or in
the case of a corporate shareholder the company controlling
that shareholder, and which were not entered into on arm’s
length terms is presented on page 176 of this report.
No loans or guarantees have been granted by the Company
to any members of the Board of Directors.
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Corporate governance
Registration document 2009 / Casino Group
Auditing of financial
statements
STATUTORY AUDITORS
Audit partner rotation
Statutory Auditors
In line with the provisions of the French Financial Security
Act of 1 August 2003, Jean-Luc Desplat and Bernard Roussel,
engagement partners representing Ernst & Young Audit and
Didier Kling & Associés respectively, stepped down as lead
audit partners in August 2009.
Ernst & Young Audit
Engagement partners: Daniel Mary-Dauphin
and Sylvain Lauria (since 2009).
First appointed: 20 May 1978.
Re-appointment of statutory auditors
Current term ends: At the close of the Annual General Meeting
to be held in 2010 to approve the financial statements for the
year ending 31 December 2009.
The Statutory Auditors’ term of office ends at the annual
general meeting to be held on 29 April 2010. On the recommendation of the Audit Committee and in accordance with
the provisions of the Afep-Medef corporate governance
code, the Board of Directors decided to appoint the new
auditors by means of a competitive tender procedure. The
procedure was organised by the Audit Committee in accordance with the Ethics Committee recommendations on the
independence of the statutory auditors of companies listed
on a regulated market.
Didier Kling & Associés
Engagement partners: Didier Kling and Christophe Bonte
(since 2009).
First appointed: 27 May 2004.
Current term ends: At the close of the Annual General Meeting
to be held in 2010 to approve the financial statements for the
year ending 31 December 2009.
Alternate auditors
Philippe Duchêne
Alternate to Ernst & Young Audit
First appointed: 27 May 2004
Current term ends: At the close of the Annual General Meeting
to be held in 2010 to approve the financial statements for the
year ending 31 December 2009.
Marie-Paule Degeilh
Alternate to Didier Kling & Associés
First appointed: 19 May 2009.
Current term ends: At the close of the Annual General Meeting
to be held in 2010 to approve the financial statements for the
year ending 31 December 2009.
The six firms short-listed by the Audit Committee were provided with all the information they required to draw up their
tender. The tenders were reviewed by Senior Management
and the candidates interviewed by the Audit Committee,
which then presented its conclusions and recommendations
to the Board of Directors on 9 March 2010. The Board of Directors agreed to recommend the following appointments at
the annual general meeting (with the Chief Executive Officer
abstaining from the vote):
Statutory Auditors
• Ernst & Young et Autres
Engagement partners: Daniel Mary-Dauphin
and Sylvain Lauria
• Deloitte & Associés
Engagement partners: Alain Descoins
and Antoine de Riedmatten
Alternate auditors
• Auditex (alternate to Ernst & Young et Autres)
• Beas (alternate to Deloitte & Associés)
None of the above persons has, in the past two years, been involved in auditing any contribution or merger transactions
carried out by the company or its subsidiaries within the meaning of article L. 233-16 of the French Commercial Code (Code
de commerce).
The Statutory Auditors’ term of office will end at the annual general meeting to be held in 2016.
Corporate governance
Registration document 2009 / Casino Group
STATUTORY AUDITORS’ FEES
Financial years ended 31 December 2009 and 2008 (a).
Ernst & Young Audit
Amount (excl. VAT)
2009
2008
Didier Kling & Associés
%
2009
Amount (excl. VAT)
2008
2009
2008
%
2009
2008
Audit
1 Statutory and contractual
audit services
• Issuer (parent company)
• Fully-consolidated subsidiaries
367,600
492,333
8%
10%
285,800
125,000
23%
13%
4,078,810
4,141,147
87%
81%
922,200
839,100
73%
84%
2 Other audit-related services
• Issuer (parent company)
45,000
295,918
1%
6%
24,000
20,000
2%
2%
121,975
89,156
3%
2%
19,500
10,000
2%
1%
4,613,385
5,018,554
99%
99%
1,251,500
994,100
99%
100%
3 Legal and tax advice
21,942
16,320
0%
0%
0
0
0%
0%
4 Other (specify if more than 10%
of audit fees)
47,500
49,160
1%
1%
17,000
0
1%
0%
69,442
65,480
1%
1%
17,000
0
1%
0%
4,682,827
5,084,034
100%
100%
1,268,500
994,100
100%
100%
• Fully-consolidated subsidiaries
Sub-total
Other services provided to fully-consolidated
subsidiaries
Sub-total
TOTAL
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Corporate governance
Registration document 2009 / Casino Group
Chairman’s
report
In accordance with Article L. 225-37 of the French Commercial Code (Code de commerce), the Chairman is required to report
to shareholders annually on the Company’s corporate governance practices applied by Board of Directors and Executive
Committee as well as internal control and risk management procedures.
The report, which is attached to the management report on Groupe Casino’s operations for the year ended 31 December
2009, has been approved by the Board of Directors and made available to shareholders prior to the Annual General Meeting.
As required by article L. 225-235 of the French Commercial Code (Code de commerce), the Statutory Auditors have reviewed
and issued an opinion on the information contained in the report regarding internal control over financial reporting.
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE CODE
In line with the Company’s policy of implementing good
governance practices, the Board of Directors has adopted
the Afep-Medef corporate governance code published in
December 2008 as its reference code, particularly for the
purpose of preparing this report.
The Afep-Medef code can be found on the company’s website
http://www.groupe-casino.fr
BOARD OF DIRECTORS
Composition of the Board of Directors
The composition of the Board of Directors is presented on
page 180.
Board practices
The rules governing the functioning of the Board of Directors
are set out in law, the Company’s by-laws, the Board of Directors’ Charter and the charters of the Board Committees.
Organisation and procedures
of the Board of Directors
Since the Board of Directors’ meeting of 21 March 2005, the
functions of Chairman of the Board and Chief Executive
Officer have been combined. Jean-Charles Naouri has been
Chairman and Chief Executive Officer since that date.
In a highly competitive and fast-changing environment, this
combination of functions was designed to establish a direct
link between strategic and management decisions, and to
optimise and improve efficiency of decision-making channels.
The organisation and procedures of the Board of Directors
are described in the Board of Directors’ Charter adopted in
December 2003 and amended by the Board of Directors on
13 October 2006, 7 December 2007 and 27 August 2008. It
outlines and clarifies the applicable provisions of the law
and the Company’s by-laws. It also incorporates the corporate governance principles that the Board of Directors is
responsible for implementing.
The Board of Directors’ Charter describes the procedures,
powers, role and duties of the Board and its committees –
the Audit Committee and the Appointments and Compensation
Committee.
Registration document 2009 / Casino Group
It also sets outs the rules of conduct to be followed by directors, particularly with regard to the duty of confidentiality
referred to in Article L. 465-1 of the French Monetary and
Financial Code (Code monétaire et financier)) and Articles
621-1 et seq. of the General Regulations of the Autorité des
Marchés Financiers (AMF) on inside information and insider
trading, and the prohibition on dealing in the Company’s
shares during the “closed period” of fifteen days prior to
publication of the Company’s annual and interim results.
It specifies the requirement for directors to be registered on
the list of insiders drawn up by the Company in connection
with regulations aimed at more effectively preventing insider
trading, and details the disclosure requirements for dealings
in the Company’s shares by directors, corporate officers and
by people with whom they have close personal ties.
The Board of Directors’ Charter incorporates the principle of
formal and regular assessments of the Board of Directors’
work and performance, describes how Board meetings are
to be conducted, and authorises directors to take part in
meetings via videoconference or any telecommunications
medium.
Role and duties of the Board of Directors
In accordance with Article L. 225-35 of the French Commercial Code (Code de commerce), the Board of Directors
is responsible for defining the Company’s broad strategic
objectives and ensuring their implementation. Except for
those powers expressly vested in the shareholders in General Meeting, the Board of Directors considers and decides
on all matters related to the Company’s operations, subject
to compliance with the corporate purpose.
It also carries out any verifications or controls it deems
appropriate.
The Board of Directors reviews and approves the annual
and interim financial statements of the Company and the
Group, as well as the management reports on the operations and results of the Company and its subsidiaries. It also
approves budgets and forecasts, reviews and approves the
Chairman’s report, decides on the compensation to be paid
to executive directors, allocates stock options and share
grants, and establishes employee share ownership plans.
Powers of the Chief Executive Officer
Under Article L. 225-56 of the French Commercial Code
(Code de commerce) , the Chief Executive Officer has full
powers to act in all circumstances in the name of the Company,
within the limits of its corporate purpose and except for
those powers vested by law in the Board of Directors or in
the shareholders in a General Meeting. He represents the
Company in its dealings with third parties.
In line with the principles of good corporate governance, the
Board of Directors has decided that certain management
Corporate governance
transactions must receive the Board’s prior authorisation in
view of the type of transaction and/or the amounts involved.
The ceilings set ensure that the Board of Directors remains
responsible for the most significant transactions in type
and amount, in line with the law and with good corporate
governance practices.
The Chief Executive Officer must therefore obtain the Board’s
prior authorisation for the following:
• Transactions that are likely to affect the strategy of the
Company and its subsidiaries, their financial position or
scope of business, such as the signature or termination of
industrial and commercial agreements likely to materially
influence the Group’s future development.
• Transactions representing over two hundred million euros
(€200,000,000), including but not limited to:
- Investments in securities and immediate or deferred
investments in any company or business venture.
- Sales of assets, rights or securities, in exchange for securities or a combination of securities and cash.
- Acquisitions of real property or real property rights.
- Purchases or sales of receivables, acquisitions or divestments of goodwill or other intangible assets.
- Issues of securities by directly or indirectly controlled
companies.
- Granting or obtaining loans, borrowings, credit facilities
or short-term advances.
- Agreements to settle legal disputes.
- Disposals of real property or real property rights.
- Full or partial divestments of equity interests.
- Granting security interests.
This €200 million ceiling does not, however, apply to finance
lease transactions relating to buildings and/or equipment,
for which the maximum aggregate authorised amount is set
at €300 million per year.
These provisions apply to transactions carried out directly
by the Company and by all entities controlled directly or
indirectly by the Company.
The Chairman and Chief Executive Officer may issue guarantees or other security interests to third parties in the
Company’s name, subject to a maximum annual limit of
€400 million and a maximum limit per commitment of €200
million.
He may negotiate, implement, roll over, extend and renew
loans, confirmed credit lines, short-term advances and all
syndicated or non-syndicated financing contracts, subject
to a maximum annual limit of €2 billion and a maximum limit
per transaction of €400 million. He may also issue bonds
or any other debt securities (other than commercial paper),
under the EMTN programme or otherwise, subject to a ceiling of €2 billion, determine the terms and conditions of such
issues and carry out all related market transactions. He may
issue commercial paper up to a maximum amount of €800
million a year.
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Registration document 2009 / Casino Group
Chairman’s report
CORPORATE GOVERNANCE
Chairman’s powers
The Chairman organises and leads the work of the Board of
Directors and reports thereon to the shareholders.
He calls Board meetings and is responsible for drawing up
the agenda and minutes. He also ensures that the Company’s corporate governance structures function correctly and
that the directors are capable of fulfilling their duties.
Independence of directors
The Appointments and Compensation Committee is tasked
with monitoring the relationships between directors and the
Company or its subsidiaries to ensure that there is nothing
which could interfere with their freedom of judgement or
potentially lead to a conflict of interest.
The Committee reviews the composition of the Board of
Directors on an annual basis, and more specifically the independence of directors with regard to the criteria set out in
the Afep-Medef corporate governance code. The Committee
reports on its work to the Board of Directors.
Work performed by the Board of Directors
during 2009
The Board of Directors met six times in 2009. The average
attendance rate was 89% with each meeting lasting an average of one hour and forty-five minutes.
Approval of the financial statements
Operations of the Company and its subsidiaries
The Board of Directors reviewed the financial statements
for the year ended 31 December 2008 and for the first half
of 2009, as well as the Group’s budgets and forecasts. It approved the reports and resolutions to be put to the Annual
General Meeting and the special class meeting of holders
of preferred non-voting shares on 19 May 2009. It was informed of the Group’s operations and results as at 31 March
and 30 September 2009.
The Board of Directors reviewed and approved the proposal
to convert the preferred non-voting shares into ordinary
shares, which was subsequently submitted to the Annual
General Meeting and the special class meeting of holders of
preferred non-voting shares held on 19 May 2009.
It authorised various financial transactions for which its
approval is required under the Company’s governance practices. These transactions included (i) the contribution of a
portfolio of assets to Mercialys, (ii) payment of a dividend in
Mercialys shares to Casino shareholders, (iii) the disposal of
Super de Boer’s assets and liabilities to the Jumbo Group,
and (iii) CBD’s proposed acquisition of Ponto Frio, Brazil’s
second largest retailer of consumer electronics and household electricals.
The Board of Directors was informed of the terms and conditions of (i) Vindémia’s disposal of its food production and
food service operations under its plan to refocus on retailing,
(ii) the acquisition of Sherpa independent stores and superettes, which operate mainly in the French Alps region, (iii)
Exito’s new share issue, and (iv) exercise of the renegotiated
put option on the remaining interest in Carulla Vivero held by
Exito’s minority shareholders.
It was also informed of (i) the joint venture agreement entered into by CBD for the acquisition of a majority interest in
Casas Bahia, Brazil’s leading non-food retailer, (ii) plans to
develop a photovoltaic electricity production business, (iii)
the proposal to sell further store properties in France as part
of the company’s ongoing strategy of capturing the value of
its property assets, (iv) the issue of new or additional paper
under the EMTN programme, and (v) the acquisition of the
minority interests in Franprix-Leader Price owned by members
of the Baud family.
The Board of Directors was given a specific presentation on
management engagement within the group.
Compensation
Allocation of stock options and share grants
The Board of Directors set the Chairman and Chief Executive
Officer’s fixed compensation and performance-related
compensation targets for 2009, and determined his performance-related compensation for 2008. It set the procedures
for allocating fees payable to directors and members of the
Board Committees for 2009.
It also allocated stock options and share grants subject to
performance conditions and made exceptional share grants
to senior executives of the Group responsible for implementing and ensuring the success of strategic or highly
complex transactions.
Corporate governance
The Board of Directors reviewed its position with regard to
corporate governance issues, including the composition and
organisation of the Board and its Committees, as well as
directors’ independence.
As a result, at the annual general meeting of 19 May 2009,
it proposed the re-election of all the directors, except for
Foncière Euris which was re-elected in 2008, as well as the
election of two new independent directors, Jean-Dominique
Comolli and Rose-Marie Van Lerberghe.
The Board of Directors was informed of the results of the latest
assessment of its practices carried out by the Appointments
and Compensation Committee, which are presented on
page 206.
The Board of Directors approved the Chairman’s Report on
corporate governance, internal control and risk management.
In addition, it was advised of the work of the Board Committees, as described below.
Registration document 2009 / Casino Group
Corporate governance
Committees of the Board
It reviewed the Group’s internal control charter.
The Board of Directors is currently assisted by two specialised
committees: the Audit Committee and the Appointments
and Compensation Committee.
It implemented and supervised the process of re-appointing
the statutory auditors, whose term of office ends at the
annual general meeting of 29 April 2010, and made recommendations to the Board of Directors.
The members of these committees, all of whom are directors,
are appointed by the Board, which also designates their
chairmen. The Chairman and Chief Executive Officer does
not sit on either of the committees.
The role, duties and procedures of each committee were
defined by the Board when they were first established and
are incorporated in the Board of Directors’ Charter.
Audit Committee
Composition
The Audit Committee has four members, three of whom –
Frédéric Saint-Geours (Chairman), Jean-Dominique Comolli
and Gérald de Roquemaurel (since 3rd March 2010) – are
independent. The third member is Gilles Pinoncély.
Role and duties
The Audit Committee is responsible for assisting the Board
of Directors in reviewing the annual and interim financial
statements, and in dealing with events likely to have a material impact on the position of the Company or its subsidiaries
in terms of commitments and/or risks, compliance with laws
and regulations and any material pending litigation. It is also
responsible for monitoring the effectiveness of the internal
control and risk management systems.
Its powers and duties are set out in a Charter, including
those concerning risk management and the identification
and prevention of management errors.
Work performed in 2009
The Audit Committee met five times in 2009 with an attendance rate of 100%.
During its meetings the Committee reviewed the annual and
interim accounts closing processes and read the Statutory
Auditors’ post-audit report, which included a discussion of
the accounts and of all consolidation operations.
It reviewed off-balance sheet commitments, risks, and the
accounting policies applied in relation to provisions, as well
as legal and accounting developments.
It reviewed the various risk management documents and
the Chairman’s report on internal control and risk management.
It discussed the audit assignments carried out during 2009
with the internal audit department, the conditions in which
they took place and the 2010 audit plan. It informed the
Board of its observations and recommendations on the work
performed and the implementation of the internal auditors’
recommendations.
The independent members of the Audit Committee were
asked by Senior Management to carry out a specific assignment in February and March 2009, consisting of supervising
and monitoring the work carried out by the independent
accountant appointed to give a fairness opinion on the ratio
proposed for the conversion of preferred non-voting shares
into ordinary shares. They reported to the Board of Directors
on the independent accountant’s work and gave their opinion
on the merits of the proposed transactions.
The Chairman of the Committee reported to the Board of Directors on the work carried out at each Committee meeting.
Appointments and compensation committee
Composition
The Committee has five members, three of whom – RoseMarie Van Lerberghe, Chairman, Henri Giscard d’Estaing and
Gérald de Roquemaurel – are independent. The other two
members are David de Rothschild and Catherine Soubie.
Role and duties
The Committee’s primary role is to assist the Board of Directors in reviewing candidates for appointment to senior management positions and for election to the Board of Directors,
setting and overseeing the Group’s executive compensation,
stock option and share grant policies, and establishing employee share ownership plans.
Its powers and duties are set out in a Charter, including those
concerning implementing and organising the assessment
process for the Board of Directors’ practices and performance, and ensuring compliance with the Company’s corporate governance principles, Code of Conduct and Board of
Directors’ Charter.
Work performed in 2009
The Committee met four times in 2009 with an attendance
rate of 95%.
During the year, the Committee undertook its annual review
of Board and Board Committee practices and compliance
with the corporate governance principles set out in the
Afep-Medef code and the Board Charter.
It examined each director’s relations with Group companies
that could compromise his or her freedom of judgment or
lead to a conflict of interest.
It analysed the comments and observations made by the
directors on the assessment of Board practices carried
out in 2009 and presented its conclusions to the Board of
Directors.
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Registration document 2009 / Casino Group
Chairman’s report
CORPORATE GOVERNANCE
As part of the process of re-electing the directors, the Committee also selected the two new independent directors and
made its recommendation to the Board of Directors.
It made proposals concerning (i) the method of determining
the Chairman and Chief Executive Officer’s fixed and performance-related compensation for 2009 and the amount
of performance-related compensation due for 2008; (ii) allocating directors’ fees to members of the Board of Directors
and Board Committees; and (iii) allocating stock options and
share grants to employees of the company.
The Chairman of the Committee reported to the Board of Directors on the work carried out at each Committee meeting.
The Committee uses outside research and comparative
surveys, mainly carried out by specialist firms, to assist it in
some of its duties.
Procedures for determining Executive Officers’
compensation and directors’ fees
The Chairman and Chief Executive Officer receives a fixed
salary plus a performance-related bonus set annually on the
recommendation of the Appointments and Compensation
Committee, supported where appropriate by market surveys
conducted by outside consultants.
His performance-related bonus for 2009 was contingent on
the achievement of quantitative targets for the Company
concerning sales and consolidated trading profit as well as
net debt figures, consistent with those set for members of
the Executive Committee.
The Chairman and Chief Executive Officer has no entitlement
to supplementary pension benefits, termination benefits
or non-compete benefits. He is member of the mandatory
group pension plans (ARCCO and AGIRC) and the death and
disability plan covering all employees within the company.
The Chairman and Chief Executive Officer is not entitled to
receive stock options or share grants from Casino, GuichardPerrachon, companies it controls or companies that control it.
The methods for allocating the directors’ fees set by shareholders among directors and members of the Board Committees
were determined by the Board of Directors on 4 December
2009 and were unchanged from the previous year:
• The total fee per director is set at €25,000, comprising a
fixed fee of €8,500 and a variable fee based on their attendance rate at Board meetings, capped at €16,500. Variable
fees not paid to absent members are not reallocated.
• The total fee for the Chairman and for directors representing
the majority shareholder is capped at €12,500. On his appointment, the Chairman of the Board of Directors waived the
additional fee of €25,000 previously paid to the Chairman.
• An additional fee is paid to Antoine Guichard for the duties
he performs as Honorary Chairman in recognition of his
attendance at meetings and his continuing input to the
Company.
• Members of the Committees of the Board each receive a
fixed fee (€6,500) and a variable fee based on attendance
(up to €13,500 for members of the Audit Committee and
up to €8,745 for members of the Appointments and Compensation Committee). Variable fees not paid to absent
members are not reallocated.
An additional fee of €10,000 was allocated to each independent member of the Audit Committee in recognition of
their specific assignment consisting of supervising the work
of the independent accountant on the proposed conversion
of preferred non-voting shares into ordinary shares.
Information provided
to the Board of Directors
The Chairman or Chief Executive Officer is responsible for
providing all directors with the documents and information
they need to fulfil their role and duties.
Prior to each Board meeting, directors receive a set of documents containing the main information they require to prepare
for the items on the agenda.
Senior Management provides the Board of Directors at
least once a quarter with a status report on the business
operations of the Company and its main subsidiaries, including sales figures and results trends, as well as information
on debt and credit lines and headcount data relating to the
Company and its main subsidiaries.
The Board of Directors also reviews the Group’s off-balance
sheet commitments at least once every six months.
The Chief Financial Officer and the Advisor to the Chairman
who acts as Secretary to the Board attend all Board meetings. Other members of the Executive Committee attend as
and when necessary.
Assessment of the Board’s practices
and performance
In accordance with the corporate governance code, the
Board of Directors’ Charter provides for an annual debate on
and regular assessment of the Board’s practices and performance, organised and carried out by the Appointments
and Compensation Committee with the assistance of outside
consultants if required.
A new assessment was conducted in 2009, by means of a
questionnaire sent to each of the directors.
Comments and observations made by the Directors revealed that the Board’s practices are fully satisfactory with
regard to business conduct and corporate governance principles and that progress had been made since the previous
assessment.
Registration document 2009 / Casino Group
Corporate governance
ATTENDANCE AT SHAREHOLDERS’ MEETINGS
Information on attendance at shareholders’ meeting is set out in articles 25, 27 and 28 of the Company’s by-laws (see page 243).
FACTORS LIABLE TO HAVE AN INFLUENCE IN THE EVENT OF A PUBLIC OFFER
Information on the Company’s capital structure and significant direct or indirect interests in its share capital known by
the Company by virtue of articles L. 233-7 and L. 233-12 of the French Commercial Code (Code de commerce)) is provided on
pages 37 onwards.
The by-laws contain no restrictions on voting rights or the transfer of shares. There are no agreements known to the Company by virtue of article L. 233-11 of the French Commercial Code (Code de commerce)) that contain pre-emption rights with
respect to the sale or purchase of the Company’s shares. There are no known shareholders’ agreements that could result in
restrictions on the transfer of shares and/or exercise of voting rights.
The Company has not issued any securities conferring special control rights. There are no employee share schemes where
the voting rights are not exercised directly by the employees.
The rules governing the appointment and replacement of Board members and amendment of the by-laws are described on
pages 241 onwards.
The powers of the Board of Directors are described on pages 203, 220 and 222. The Board’s powers to issue and buy back
shares are described on page 41 and page 37 respectively.
Agreements to which the company is a party and which are altered or terminate upon a change of control of the Company are
described on pages 34 (“Monoprix”) and 50 (“Liquidity Risks”).
There are no agreements between the Company and its directors or employees providing for compensation if they resign or
are made redundant without valid reason, or if their employment ceases because of a takeover bid.
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INTERNAL CONTROL AND RISK MANAGEMENT
INTERNAL CONTROL
AND RISK MANAGEMENT
Groupe Casino’s internal control system is based on the
internal control framework set out by the Autorité des
Marchés Financiers (AMF), which is a French adaptation
principally of the international framework published by the
COSO (Committee of Sponsoring Organizations of the Treadway Commission), particularly in terms of the components of
internal control.
The work underlying this report involved interviews, analysis
of audit reports and circulation of AMF and internal questionnaires.
This report and the underlying work have been presented to
the Audit Committee for review and opinion, and submitted
for approval to the Board of Directors of Casino, GuichardPerrachon in accordance with the law “Diverses Dispositions
d’Adaptation au Droit Communautaire” of 3 July 2008.
1. INTRODUCTION
1.1 Scope of internal control
In accordance with the AMF framework, the scope of internal control as described in this report covers the parent
company and its subsidiaries within the meaning of the
French Commercial Code (Code de commerce).
efficient use of resources, whilst taking appropriate account
of the major risks that could prevent the Company from
achieving its objectives.
More specifically, it aims to provide reasonable assurance
regarding:
• Compliance with applicable laws and regulations.
• Compliance with instructions and guidance issued by
Senior Management.
• Proper application of processes, particularly with regard to
safeguarding the Group’s assets.
• Reliability of financial information.
1.3 Limitations of internal control
As stated in the AMF framework, no internal control system
can provide absolute assurance that the company’s objectives will be achieved. There are limitations inherent in all
internal control systems resulting from numerous internal
and external factors.
2. COMPONENTS OF INTERNAL CONTROL
2.1 Internal control pre-requisites
2.1.1 • Objective setting and communication
1.2 Definition and objectives of internal control
Groupe Casino’s internal control system, which is defined
and implemented under the responsibility of the parent
company, is designed to help maintain control over its business operations, achieve its operations effectively and make
Groupe Casino sets its strategic and financial objectives in
a three-year business plan under the responsibility of the
parent company’s Senior Management. The plan is fully reviewed and updated on an annual basis. The first year of the
plan constitutes the budget.
Registration document 2009 / Casino Group
The Strategy department is responsible for drawing up the
plan, and in this role has the following tasks:
• Co-ordinating the preparation of three-year business
plans by the various Group entities and checking them for
consistency.
• Drawing up the Group’s consolidated plan.
• Verifying the Group’s broad financial targets, particularly
in terms of capital expenditure, financial resource allocation
and debt management.
• Monitoring achievement of the plan, in association with the
Finance Department (mainly Financial Control) and updating
it regularly on the basis of actual results.
• Working with the Executive Committee and operating units
and support functions to draw up related action plans and
ensuring that the measures provided for are implemented.
2.1.2 • Rules of conduct and integrity
Internal control is more effective if based on rules of conduct and integrity led by the Board of Directors and Senior
Management and relayed to all employees. Groupe Casino
strives to convey values of ethics and integrity throughout
the organisation.
The Group’s core values – Entrepreneurship, Loyalty, Excellence and Solidarity – are deeply rooted in its history.
Its corporate signature “Nourishing a world of diversity”,
also reflects the Group’s aim of involving all its people in
shared commitments. These values are relayed throughout
the organisation and help to convey the notions of professional integrity and corporate ethics that underpin all Group
initiatives. They are tailored where needed to the Group’s
subsidiaries.
Specific training courses continued during 2009 to encourage managerial attitudes and behaviour in line with these
values:
• Innovating and creating the right management conditions;
• Putting the customer first;
• Taking decisions and initiatives;
• Encouraging performance;
• Developing employee skills;
• Furthering the Group’s interests.
The Group also has a policy of actively combating discrimination and encouraging diversity, particularly in terms of
recruitment and career management.
2.2 Organisation
Because of its broad range of business activities, the Group’s
has a decentralised structure. It this way, both its operations and its internal control system can take better account
of each business unit’s specific features, making managers
more responsive and the decision-making process more
effective.
Corporate governance
In France, the business unit heads are responsible for relaying
and applying the strategy set by Senior Management.
International operations are overseen by an International
Co-ordination department, a Development and Holdings
department, as well as Country Managing Directors, who are
responsible for relaying and implementing the strategy set
by Senior Management as well as the Group’s values.
Each business unit has its own support departments, which
have a reporting line to the corresponding Group department.
2.2.1 • Parties involved in internal control
Employees, managers and operating heads are all responsible for internal control, within the scope of the objectives
assigned to them.
Group Internal Control is responsible for encouraging the
implementation of best internal control practices.
Its duties include:
• Setting out the Group’s internal controls in general procedures and risk and control matrices.
• Identifying and deploying internal control management
tools in association with the appropriate departments.
• Assisting the operating and support units in improving and
optimising the control systems in place or to be deployed.
• Setting out, managing and overseeing internal control and
risk management training programmes, including fraud
prevention.
• Analysing issues identified by the operating or support
units involving deficiencies in internal control or significant
developments in processes or information systems, both
at central and business unit level.
• Overseeing the work underlying the Chairman’s report on
internal control and risk management.
• Any other matters relating to internal control and risk management as determined by Senior Management.
Group Internal Control works with local internal controllers
in the various business units, forming a network of about
thirty dedicated internal control staff.
Senior Management, through the Executive Committee, is
responsible for defining, driving, implementing and overseeing the internal control system to ensure that it is appropriate
for the Company’s position and operations.
The Board of Directors of the parent company, Casino,
Guichard-Perrachon, is informed of the key features of the
internal control system by Senior Management. The Board
has set up an Audit Committee whose role is described below.
The Board may also use its general powers to perform controls and verifications or take any other initiatives it deems
appropriate.
The Audit Committee is responsible for checking that Groupe
Casino has the appropriate resources to identify, detect and
prevent risks, errors and irregularities in the management of
the Group’s business. As such it fulfils a clear, ongoing oversight role in relation to internal control.
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It issues observations and recommendations on audit work
performed within the Group, and carries out or commissions
any internal control analyses and reviews it deems appropriate.
It oversees the financial reporting process and monitors
the effectiveness of internal control, internal audit and risk
management systems in the Group.
The other roles and duties of the Audit Committee, together
with its modus operandi, are described in the corporate
governance section of this report.
2.2.5 • Operating procedures, content
and communication methods
Lastly, the role of Group Internal Audit and the business
unit internal audit departments in relation to internal control
are described in the section “Monitoring of internal control”
of this report.
2.3 Internal communications
2.2.2 • Responsibilities and powers
Delegation of powers
The Group Legal and Human Resources departments manage and supervise the process of delegating powers and
responsibilities in accordance with local law.
Segregation of duties
Each business unit is responsible for organising its structure, functions and operations in such a way as to ensure
proper segregation of duties. They may be supported by the
internal control teams in this process.
2.2.3 • Human resources policy
The Group’s human resources policy aims to ensure an appropriate allocation of resources within the Group through
structured recruitment and careers management policies
designed to help achieve the objectives set by the parent
company.
The Group also has a structured training policy, particularly
in business management, personal development and the
Group’s various business areas.
The business units base their pay policies on an analysis of
market practices and on the principle of internal fair treatment, in order to motivate employees. Compensation may
include a performance-related bonus, depending on responsibility levels, to reward employees for achieving their
objectives. The management by objectives policy, which
includes an annual appraisal for all employees, is gradually
being deployed throughout the Group.
The Group has internal control procedures for its significant
business processes. They describe the objectives of the
process, the departments and activities concerned and the
guidelines to follow. These procedures are published on the
intranet sites and other documentary databases of the various
Group business units or circulated within the company.
2.3.1 • Appropriateness and reliability of information
Management is responsible for deciding what information
should be communicated to the various parties involved
and for assessing its appropriateness. It must provide employees with all the information they need to fulfil their duties and Senior Management with the information it needs
for decision-making. The managers of each business unit
are responsible for circulating information to other entities,
especially if it is likely to have an impact on their activities.
The Financial Control teams of each business unit are required
to use IFRS accounting information in their standard monthly
management reports sent to the Group. Any variances against
forecast and prior year data are analysed in detail. This work
is also designed to identify any potential errors. Large business units conduct monthly business reviews and report
thereon to management.
2.3.2 • Information and communication
Timeframe for providing information
The timeframe for providing information is designed to give
the parties involved sufficient time to react appropriately.
This is particularly true of events likely to lead to a crisis at
Group level, for which there is a specific procedure.
Communication methods
The Group’s information systems, intranet sites, databases
and other communication media are not only used to communicate information but also to centralise and circulate
procedures applicable to various activities.
In cases likely to lead to crisis at Group level, events are
reported according to a procedure which specifies the content, the parties involved and the timeframe for providing
the information. A reporting tool is also used by a number of
business units for prompt reporting to Senior Management.
2.2.4 • Information systems
The Casino Group uses integrated software and IT industry
standards and governance frameworks (e.g. COBIT V4, ITIL
V3, ISO 27000) to ensure that its information systems are
geared to the organisation’s current objectives and can be
upgraded to meet future objectives, particularly in terms of
physical and logical security and data backup. These references serve as a basis to spread good information systems
practices. They are taken into account when setting and
monitoring objectives and deadlines for each business unit,
with a view to reducing risk levels.
Confidentiality
All Group employees are bound by a duty of confidentiality
covering any information they obtain in the course of their
employment. Employees likely to obtain inside information
during the course of their employment are identified and
registered on an insider list, in accordance with the AMF’s
General Regulations. They are informed of their status as
permanent insiders.
Corporate governance
Registration document 2009 / Casino Group
2.4 Identifying, analysing and managing risks
2.4.3 • Risk management
2.4.1 • Identifying risks
Recurring risks
The risk map underpins the work of the Internal Control
department, which plays an important role in implementing
the measures required to reduce risks. It also underpins the
work of the Internal Audit department, which is responsible
for ensuring that internal controls are properly performed
and for identifying any residual risk. The role and work of
Internal Control is described in detail in the section of this
report on “Organisation of the internal control system”.
Recurring risks
The Casino Group is exposed to various types of recurring
risk, including market risk, liquidity risk, credit and counterparty risk, operational risk, industrial and environmental
risk, and legal risk. These risks are described in the section
of the annual report entitled “Risk factors – Insurance”. The
internal control system takes account of all of the major
risks to which the Group is exposed through its business
operations and local operating environment.
They have been mapped and classified into 17 areas, 62
processes and 174 sub-processes.
Crisis risks
Crisis risk management is decentralised and each business
unit is responsible for identifying the specific risks to which
its operations are exposed.
The Group has a Risk Management Committee, which reports
to Senior Management and is responsible among other
things for identifying potential crisis risks at Group level.
The Committee meets quarterly on average and its members
have all the skills required to meet the objectives set.
2.4.2 • Risk analysis
Recurring risks
Identified risks are reviewed regularly during internal audit
assignments. They are evaluated according to their impact,
occurrence and strategic importance of the process concerned, as well as in light of the internal control system in
place. The internal control system is systematically assessed
as part of the audit assignment, in light of the risks already or
newly identified. Tests are conducted to assess internal controls, evaluate the residual risk and issue recommendations
on implementing a new or improving an existing internal
control process.
The results of internal audit assignments are used to assess
residual risk and update the risk map. The work carried out
by the Internal Audit department is described in greater
detail in the section of this report on “Monitoring of internal
control”.
Crisis risks
Crisis risks at Group level are assessed and prioritised at local
level by the business unit heads and, if necessary, re-assessed
centrally. Assessments are based on an internal grid that
takes account of the potential impact of an event on the
Group’s property, plant and equipment and intangible assets
and on business continuity.
The Risk Management Committee is in charge of supervising
the management of events that could potentially lead to crisis at Group level. It has produced a crisis risk management
manual and is responsible for mobilising the appropriate
resources for each event.
The control activities described below are aimed at reducing
risks, i.e. events whose occurrence could prevent the Group
from achieving its objectives.
Crisis risks
Each business unit is responsible for organising a business continuity plan geared to each identified crisis risk,
for implementing a management process for all events that
could potentially lead to crisis and for reporting critical
information.
At Group level, the Risk Management Committee’s role is to:
• Propose risk prevention plans.
• Co-ordinate and harmonise risk management working
methods between the Group’s entities.
• Provide support to the local teams where required.
• Spread best practices as widely as possible.
• Manage major crises by mobilising the human and technical
resources appropriate for each situation.
• Take part in reviewing the Group’s risk management systems.
Casino has a dedicated crisis management unit, comprising representatives from Group Senior Management, as
well as the Human Resources, Sales, Communications and
Legal departments. Formal crisis management procedures,
updated in 2009, set out the responsibilities and duties of
each member, as well as the key instructions and guidelines
to be followed. The crisis management unit also has access
to scientific support and assistance where necessary.
In 2009, the Committee worked on improving the Group’s
business continuity plans with assistance from a specialist
business continuity firm and from the Fédération des Entreprises du Commerce et de la Distribution trade federation.
Insurable hazards
The Group Insurance department is responsible for analysing
insurable hazards of controlled subsidiaries and, where
permitted by local legislation, for taking out and managing
the appropriate insurance policies on a centralised basis. It
plays a cross-functional role in operational management of
insurance (monitoring the Group’s property assets, property
damage/business interruption insurance, third-party liability insurance, construction site insurance, lease insurance,
etc.), and in risk prevention.
The department coordinates and oversees the insurance
policies taken out by the Group’s majority-controlled international subsidiaries and those for which it has operational
responsibility.
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The Insurance department is involved in monitoring claims
and receives information from business units about events
and developments likely to change the terms and conditions
of existing insurance policies.
2.5 Control activities
2.5.1 • Compliance with laws and regulations
Organisation
All consolidated companies have a legal department responsible for ensuring that the company complies with all
applicable laws and regulations.
The Group Legal Counsel, who reports to Senior Management
and is a member of the Executive Committee, oversees a
team of legal advisers covering the following areas:
• Corporate affairs.
• Cross-functional affairs (including contracts, competition,
intellectual property and the environment).
• Business division affairs (consumer law, retailing law, labour
law, safety regulations, real estate matters).
Tax matters are dealt with by a department reporting to the
Group’s Chief Financial Officer.
The Group Legal department has established procedures
to ensure that the Group’s operations comply with laws and
regulations. It reports monthly on all major pending legal
matters in the above areas and holds regular meetings
designed to spread good practices.
Legal intelligence
Legal intelligence is the responsibility of each business
unit’s legal team, supported where necessary by external
law firms.
The legal teams have access to a database and specialist
reviews to keep them abreast of developments on a daily
basis.
The Human Resources and Legal departments are also involved in legal intelligence with regard to labour law.
Transcribing legislation into company regulations
The legal team is responsible for transcribing laws and
regulations applicable to the various business units, as well
as any amendments. It prepares and circulates opinions,
standard procedures or memos to operating staff to ensure
that all legal and regulatory requirements are properly taken
into account.
Staff information and training
on relevant regulations
The Group Legal department is involved in prevention and
advice campaigns in all areas of the law.
It seeks to raise the awareness of the heads of the Group’s
operating units and support functions concerning risks that
may arise due to the conduct of Group companies and employees. It circulates procedures to all employees.
Training on legal issues and requirements may be provided
by the Legal departments or by external law firms.
The Legal departments or external law firms may be involved
in drafting contracts to protect the Group legally in its dealings
with third parties.
Control activities to ensure that operations
comply with regulations
Each Legal department is responsible for ensuring that its
company’s subsidiaries comply with applicable laws and
regulations.
Compliance control is the responsibility of each company’s
management team or its delegated representatives where
applicable. These aspects of compliance are also controlled
during internal audits of operations. Disputes and litigation
are overseen by each Legal department, supported if necessary by external lawyers and the Group Legal department.
2.5.2 • Compliance with Senior Management
instructions and guidance
Circulating Senior Management instructions
and guidance
As described earlier, the Group’s objectives are set by
Senior Management and shared with the business unit
heads through budgets and three-year plans. The Strategy department is responsible for checking that the plan
is always consistent with Senior Management’s objectives.
Each business unit then drills down its own objectives to
sub-unit level. For international subsidiaries, the process
involves the International Co-ordination department, which
is responsible for ensuring consistency between the objectives and their various projects.
In 2009, ten key projects were initiated by Senior Management and drilled down to business unit level. The business
unit heads are responsible for implementing action plans
aimed at achieving the strategic objectives.
Monitoring compliance with instructions and guidance
A number of key performance indicators are used to monitor compliance with Senior Management instructions and
guidance, and to measure any variances against its objectives. The frequency of indicator reporting depends on the
type of information. The financial reporting systems are
also used to monitor performance on a business unit and
consolidated basis.
Senior Management receives a standard monthly management report drawn up by each business unit, summarising its
key performance and management indicators and including
a year-to-date income statement, balance sheet and cash
flow statement. It also contains comments on achievement
of objectives and a report on the main actions in progress.
In 2009, the Group set up a unit dedicated to optimising and
monitoring the business units’ working capital requirements.
The information contained in the monthly report is formally
reviewed by Senior Management and the business unit’s
management to provide appropriate oversight. In addition,
Group Financial Control and the Strategy department report
regularly to Senior Management on their analysis work.
All reported data aims to give Senior Management the information it needs to monitor achievement of its annual objectives
and to implement remedial plans where necessary.
Registration document 2009 / Casino Group
Corporate governance
Annual forecasts are reviewed twice a year to factor in market trends and revise the full-year targets if necessary. These
revisions are submitted to Senior Management for approval.
A Treasury Committee was created in 2009. It meets weekly
to monitor risks, positions and cash forecasts for each
Group unit, under the supervision of Senior Management.
An Investment Committee was created in 2009. It is responsible for updating investment procedures and overseeing
projects in progress.
Financial transactions are governed by procedures designed
to ensure the security of cash receipts. There is a system of
delegated signature authorities for cash payments covering
the Group’s business units. Cash receipts and payments
are controlled through reconciliations with bank and accounting data.
2.5.3 • Effectiveness of internal processes
particularly with regard to safeguarding assets
Processes aiming to protect property and people
A permanent control process aims to protect property and
people and ensure compliance with applicable legislation. It
is the responsibility of several different departments in each
business unit, and particularly the Technical and Operations
departments. Where necessary, they are supported by outside service providers in the areas concerned.
Fixed asset management
The Group’s new construction projects are based on specifications drawn up in association with experts. They comply
with all applicable regulations and are designed to meet
the functional and operational objectives of the building.
The entire construction process is overseen by a project
manager, who ensures that contractual conditions and the
projected budget are met.
The Group’s property portfolio is monitored technically and
administratively. Regular maintenance operations are carried out to keep the properties in an optimal state of repair
for their purpose. Business units in charge of a property
portfolio may call on the Group’s dedicated subsidiaries if
required.
Other fixed assets (equipment, fixtures and fittings) are
monitored on a technical level to ensure their correct use and
on an accounting level to ensure the reliability of inventory
schedules and the basis for calculation of various taxes.
Financial asset management and financial flows
Financial asset management and control over financing and
financial risk management policies are the responsibility of
Group Financial Management supported by the subsidiaries’
local Finance departments, either directly or through the
Financial Co-ordination team. Major operations are monitored individually, primarily on the basis of country risk.
Group Financial Management has produced a guide to good
financing, investment and hedging practices, which is circulated to all local Finance departments. The guide sets out
financing methods, preferred banking partners, appropriate
hedging products and required authorisation levels. Group
Financial Management is responsible for updating the guide,
mainly to take account of changes in the Group’s banking
partners, which are selected for their first-class ratings.
Medium and long-term financing transactions and various
risk management transactions such as interest rate hedging are covered by a set of procedures based on prudent,
pro-active principles.
Business units conducting banking or insurance businesses
are responsible for ensuring that they comply with the appropriate legislation.
Intellectual property protection
All trademarks used by Groupe Casino are checked for availability and then registered with the appropriate authorities in
France and all countries where the Group operates or is likely
to operate in the future. Each subsidiary monitors its own
trademarks to make sure that the requisite registrations are
kept up to date.
The Group uses outside service providers to make sure that no
identical or similar trademarks are registered by other parties
and to take appropriate action in the event of infringement.
Image protection
Corporate advertising is the responsibility of Group Communications. Business units with their own communications
department work under the authority and responsibility of
Group Communications where Casino’s image may be affected.
Senior Management systematically approves information
published by Group Communications prior to release, including in the event of crisis.
The process for approving external communications is deliberately short to ensure swift publication of information
and control over external communications that might affect
Casino’s image. Intelligence and monitoring processes aim
to give the Group the means to act and react appropriately
to published information, in conjunction with the support
departments concerned.
Merchandise management
The purchasing strategy is based on market research and
reflects the business unit’s main strategic goals. Action
plans are drawn up on the basis of internal or external research
to ensure that the product offering always meets market
expectations and banner positioning.
Controls are regularly carried out to minimise risks relating
to dependency on suppliers.
Lastly, performance indicators are tracked in order to monitor
the effectiveness of the Group’s purchasing processes.
The Group Quality Control department sets out the quality
policy for Casino’s private label products in agreement with
management. If requested, it will determine and/or circulate good product quality and safety practices for other
business units in order to involve all parties in the Group’s
quality approach.
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PROCÉDURES DE CONTRÔLE INTERNE ET GESTION DES RISQUES
It draws up and implements quality control and monitoring
procedures for merchandise and suppliers of Casino private
label products, budget products and direct imports.
All Quality procedures and supporting documents are contained in a documentary database available via Intranet.
Audits are carried out at all supplier manufacturing plants
and particularly those that manufacture Casino private label
products. In addition, quality and conformity controls are
performed on food and non-food products by outside service
providers, in accordance with regulations.
Group business units take measures to safeguard inventories. These measures include ensuring the security of
warehouses, equipment and merchandise, goods reception
and shipping processes, as well as monitoring standards
relating to hazardous or regulated products.
Stock-takes are performed regularly and particularly as part
of the accounts closing process. They are designed to detect
any anomalies in goods flows and to monitor performance.
Shrinkage is measured and may give rise to action plans.
2.6 Monitoring of internal control
Monitoring of internal control is carried out at several levels under the supervision of Senior Management. Senior
Management is informed regularly of any deficiencies in
the internal control system and its appropriateness for
the Group’s business operations, and takes any necessary
remedial action.
2.6.1 • Monitoring by Management
Management plays an ongoing role in monitoring the effectiveness of internal control procedures. It is responsible
for implementing remedial action plans and reporting any
serious deficiencies to Senior Management.
2.6.2 • Assessment by Internal Audit
Group Internal Audit and the business unit internal audit departments regularly review the effectiveness of the internal
control system through their internal control assessment
work. It is responsible for assisting Senior Management
and the various French and international business units in
exercising their responsibilities. It also provides information
or responses to all requests made by the Audit Committee of
parent company Casino, Guichard-Perrachon.
The subsidiaries’ internal audit teams report to their Senior
Management or Administration and Finance department,
but also have a functional reporting line to Group Internal
Audit and Group Internal Control. Group Internal Audit therefore has a central internal audit team supported through the
functional reporting line by local internal audit teams in France
and abroad, comprising a total of just over one hundred and
twenty people.
Group Internal Audit co-ordinates the work of the various
Group audit departments to encourage a shared vision and
working methods, as well as collaboration on some assignments where appropriate.
Internal audit assignments conducted by the Group team
are set out in an annual audit plan prepared by Group Internal Audit based on the Group’s risk map, the principle
of audit cycles and any major issues identified by Senior
Management. The annual audit plan is reviewed by Senior
Management and the Audit Committee of the parent company,
who may ask for additional assignments to be incorporated
either during the preparation of the audit plan or in the
course of the year. Business unit internal audit departments
draw up their own annual audit plans which are approved by
their senior management.
The Group Internal Audit charter, approved by the Audit
Committee of parent company Casino, Guichard-Perrachon,
describes the Group’s internal audit function and how it operates. This is supplemented by formal guidelines for conducting audit assignments, which are based on the professional
standards of the Institute of Internal Auditors (IIA).
Group Internal Audit and Control reports regularly to Senior
Management and the Audit Committee of parent company
Casino, Guichard-Perrachon, in accordance with the provisions
set out in the Internal Audit charter.
2.6.3 • Monitoring by external auditors
The Statutory Auditors are required to obtain an understanding of the organisation and operation of the Group’s
internal control procedures, to give their opinion on the
description of the internal control and risk management
system for the financial reporting process, and to certify
that other information required by article L. 225-37 of the
French Commercial Code (Code de commerce)) has been
provided. This Chairman’s report on internal control and
risk management has therefore been reviewed by the
Statutory Auditors.
In addition, in accordance with the law of 8 December 2008
transposing the 8th European Directive into French law, the
Statutory Auditors are required to have discussions with
Group Internal Audit and Control.
2.6.4 • Internal control intelligence
Group Internal Audit and Control is responsible for keeping abreast of best internal control practices developed
by Groupe Casino business units and best practices in the
marketplace.
3. INTERNAL CONTROL OVER THE FINANCIAL
REPORTING PROCESS
Internal control over the financial reporting process aims to
provide reasonable assurance regarding:
• Compliance of published accounting and financial information with the applicable regulations.
• Compliance with Senior Management instructions and
guidance on financial reporting.
• Safeguard of assets.
• Prevention and detection of fraud and accounting and financial irregularities, as far as possible.
Corporate governance
Registration document 2009 / Casino Group
• Reliability of information circulated and used internally
for management or control purposes, where it is used in
the preparation of published accounting and financial
information.
• Reliability of published financial statements and other
published information.
The scope of internal control over the financial reporting
process described below covers the parent company and
all companies included in its consolidated financial statements.
3.1 Monitoring the financial reporting process
Aspects relating to resource management and the roles of
Senior Management and the Board of Directors in monitoring
and overseeing the financial reporting process are described
in sections 2.2.3 and 2.2.1 of this report.
3.1.1 • General organisation
Each business unit has its own accounting and finance department to ensure that local requirements and obligations
are properly handled. Some business units may outsource
these activities to shared support functions. Each business
unit is responsible for organising its accounting and finance
function in accordance with the principle of segregation of
duties.
Group Accounting and Management and Group Financial
Management monitor and oversee the local departments.
They also consolidate data reported by the business units
and produce the accounting and financial information published by Groupe Casino.
The Audit Committee reviews the annual and interim accounts in order to give an opinion to the Board of Directors
on the financial statements to be published. It also reviews
the conclusions of the Statutory Auditors on their work.
For this purpose, it obtains information on and monitors the
process for preparing the related accounting and financial
information, ensuring that:
• Appropriate control procedures have been applied, through
its review of internal audit work.
• The accounts closing process has been properly carried
out.
• The main accounting options chosen are appropriate.
3.1.2 • Application and control
of accounting policies
The system aims to ensure that local accounting standards
used comply with regulations and that they are available to
everyone involved in the financial reporting process.
As part of the consolidation process, each business unit
sends its IFRS-compliant accounts to Group Accounting and
Financial Control, including an income statement, balance
sheet, cash flow statement, net cash statement and various
key performance indicators.
Group Accounting and Financial Control has produced and
circulated a Financial Reporting Guide designed to ensure
that information reported is reliable and consistent throughout the Group. This guide describes Group accounting policies,
consolidation principles, and consolidation adjustments and
entries, as well as management accounting principles and
the accounting treatment of complex transactions. All users
of the Group’s financial reporting system have received a
copy of the guide.
In addition, a compliance watchdog unit has been set up
to assess and anticipate changes in accounting and tax
regulations that may impact the Group’s accounting standards, particularly IFRSs. Any regulatory developments that
have an impact on the Group’s accounting procedures are
explained in memos.
3.1.3 • Tools
The Group’s information systems are described in section
2.2.4 of this report.
Each business unit has a team responsible for ensuring that
local information systems used for financial reporting conform
to local regulations and accounting standards.
Accounting and financial data, adjusted to comply with
Group standards, are reported by the business units through
a single consolidation and financial reporting software
package. The Group’s reporting system has a dedicated
administrator.
3.2 Financial reporting process
3.2.1 • Identification of risks affecting the financial
reporting process
The Management of each business unit is responsible for
identifying risks affecting the financial reporting process
in order to segregate duties in the upstream accounting
production processes. The main aim is to prevent fraud and
accounting and financial irregularities, but also to implement
control activities appropriate to the level of risk.
3.2.2 • Control activities aimed at ensuring
the reliability of published accounting and financial
information
Preparation and consolidation of financial
and accounting information
The accounting production processes are organised with a
view to providing high quality, reliable published accounting
and financial information.
Most consolidation adjustments are made by the business
units. Group Accounting and Financial Control arranges training for the business units in how to use the reporting system
and the Financial Reporting Guide, to guarantee high quality
data and reliable financial and accounting information.
The system checks data consistency through automatic
controls. The local Accounting departments also check consistency of local data and Group Accounting and Financial
Control checks consistency of consolidated data.
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Chairman’s report
INTERNAL CONTROL AND RISK MANAGEMENT
The reporting system incorporates a staged data validation
process for information reported by business units. Each
item of data passes through various stages, with different
revision and processing options available at each stage.
There is a set of blocking controls which must be resolved
before the business unit can report its data to a higher level.
Group Accounting and Financial Control regularly checks
changes in the percentages of control held in subsidiaries and associates, in order to ensure that the appropriate
consolidation method is applied.
As required by law, Casino, Guichard-Perrachon has two
Statutory Auditors, whose network of local audit firms may
also be involved in auditing accounting information, including consolidation adjustments, produced by various Group
subsidiaries. Their duties include verifying that the annual
financial statements are prepared in accordance with generally accepted accounting principles and give a true and
fair view of the Group’s results of operations for the year and
its financial position and net assets at the year-end.
The Group Accounting and Financial Control department
acts as the interface with the external auditors of the
Group’s various entities. The Group’s Statutory Auditors
are appointed through a competitive tender procedure arranged and overseen by the Audit Committee in line with
the recommendations made in the Afep-Medef corporate
governance code.
Management of external financial information
The Investor Relations department is in charge of communicating financial information to the financial community
(analysts, investors, etc).
The communication media used are also validated by Group
Financial Control and Reporting prior to release.
The Board of Directors is also presented with information
concerning the publication of results or acquisition and
mergers, and may make comments and proposals. This information is, in addition, submitted to the Statutory Auditors for
comment prior to issue.
Financial information is disclosed to the markets through
the following communication channels:
• Media releases.
• Conference calls for quarterly releases of sales figures.
• Annual and interim results presentations.
• Presentations to financial analysts and investors, including
road shows organised in France and abroad.
• Annual General Meetings.
• Annual reports, business reviews and sustainable development reports.
Group Investor Relations is also involved in approving financial information drawn up by listed majority-controlled
subsidiaries and ensures consistency between the various
communication media used by the Group.
Lastly, in association with the Group Legal department, it
oversees compliance with laws and regulations on financial
reporting, and with AMF recommendations.
4. CONCLUSION
The Casino Group takes a continuous progress approach to
its internal control system to promote the systematic use of
best practices.
The Group intends to continue implementing and upgrading
its internal control system against a background of ongoing
developments in the legal and regulatory framework. The
diversity of the Group’s business operations and geographical scope demands ongoing monitoring of internal control
processes to encourage even greater standardisation.
Corporate governance
Registration document 2009 / Casino Group
Statutory
Auditors’ Report
PREPARED IN ACCORDANCE WITH ARTICLE L. 225-235 OF THE FRENCH COMMERCIAL CODE (CODE DE COMMERCE),
ON THE REPORT PREPARED BY THE CHAIRMAN OF THE BOARD OF DIRECTORS
This is a free translation into English of a report issued in French language and is provided solely for the convenience of English-speaking
readers. This report should be read in conjunction with and construed in accordance with French law and professional auditing standards
applicable in France.
In our capacity as statutory auditors of Casino, GuichardPerrachon and in accordance with article L. 225-235 of the
French commercial code (Code de Commerce), we hereby
report on the report prepared by the chairman of your company in accordance with article L. 225-37 of the French
commercial code (Code de Commerce)) for the year ended
December 31, 2009
It is the chairman’s responsibility to prepare and submit for
the board of directors’ board’s approval a report on internal
control and risk management procedures implemented by
the company and to provide the other information required
by article L. 225-37 of the French commercial code (Code de
Commerce)) relating to matters such as corporate governance.
Our role is to:
• report on the information contained in the chairman’s
report in respect of the internal control procedures relating
to the preparation and processing of the accounting and
financial information,
• confirm that the report also includes the other information
required by article L. 225-37 (S.A. à CA) ou L. 225-68 (S.A. à
directoire et CS) of the French commercial code (Code de
Commerce). It should be noted that our role is not to verify
the fairness of this other information.
We conducted our work in accordance with professional
standards applicable in France.
Information on internal control procedures relating
to the preparation and processing of accounting
and financial information
The professional standards require that we perform the
necessary procedures to assess the fairness of the information provided in the chairman’s report in respect of the
internal control procedures relating to the preparation and
processing of the accounting and financial information.
These procedures consist mainly in:
• obtaining an understanding of the internal control procedures relating to the preparation and processing of the
accounting and financial information on which the information presented in the chairman’s report is based and
of the existing documentation;
• obtaining an understanding of the work involved in the
preparation of this information and of the existing documentation;
• determining if any material weaknesses in the internal control procedures relating to the preparation and processing
of the accounting and financial information that we would
have noted in the course of our work are properly disclosed
in the chairman’s report.
On the basis of our work, we have nothing to report on the
information in respect of the company’s internal control
procedures relating to the preparation and processing of
the accounting and financial information contained in the
report prepared by the chairman of the board of directors in
accordance with article L. 225-37 of the French commercial
code (Code de Commerce).
Other information
We confirm that the report prepared by the chairman of the
board of directors also contains the other information required
by article L. 225-37 of the French commercial code (Code de
Commerce).
Paris and Lyon, March 10, 2010
The Statutory Auditors
Ernst & Young Audit
Sylvain Lauria Daniel Mary-Dauphin
Cabinet Didier Kling & Associés
Christophe Bonte Didier Kling
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Appendix
BOARD OF DIRECTORS’ CHARTER
The Board of Directors has grouped together and, where appropriate, clarified and supplemented, the provisions governing
its functioning in accordance with the applicable laws and
regulations and the Company’s Articles of Association.
This age limit does not apply to directors who were previously
members of the Company’s Management Board.
For this purpose the Board has drawn up a Board of Directors’
Charter which incorporates all of the Company’s corporate
governance principles and facilitates their implementation.
In any event, the number of directors or permanent representatives of corporate directors over the age of seventy (70)
may not exceed one quarter of the total number of directors in
office. Should this proportion be exceeded, the oldest director
or permanent representative shall stand down at the Annual
General Meeting held to approve the financial statements for
the year in which the proportion was exceeded.
This Charter describes the Board’s organisation structure
and modus operandi, the powers and duties of the Board and
the Board Committees, and the code of conduct applicable
to the Board’s members.
ORGANISATION AND PROCEDURES
OF THE BOARD OF DIRECTORS
Election of Directors
Directors are elected by the shareholders for a term of three
years and are eligible to stand for re-election.
Candidates for nomination are first reviewed by the Appointments and Compensation Committee as described
in the sections below entitled “Committees of the Board General provisions” and “Appointments and Compensation
Committee”.
Directors are selected for the contribution they can make to
the Board’s work through their expertise, diversity of experience and backgrounds, and commitment to the Casino
Group’s future development.
Notwithstanding the foregoing, a person over the age limit
may be elected or re-elected for a single three-year term.
The Board of Directors is responsible for ensuring that it has
sufficient independent directors to comply with the recommendations made in the September 2002 Afep-Medef report
on corporate governance.
Board meetings and decisions of the Board
The Board of Directors meets as often as necessary in the
interests of the Company.
Meetings are called by the Chairman or in the Chairman’s
name by any person designated by him. If the Board has not
met for a period of over two months, a group of at least one
third of the Directors may ask the Chairman to call a meeting
to discuss a particular agenda, as may the Chief Executive
Officer.
Meetings are held at the venue specified in the notice of
meeting.
If one or more seats on the Board fall vacant between two
General Meetings due to the death or resignation of directors,
the Board of Directors may appoint replacement directors.
Any such appointments must be ratified by shareholders at
the next General Meeting. A director appointed to replace
an outgoing director stays in office for the remainder of his
predecessor’s term.
Directors may give proxy to another director to represent
them at Board meetings, provided that they clearly state
their position concerning all the matters to be put to the
vote. Directors may only hold a proxy from one other director.
However, a Director taking part in a meeting by videoconference or telecommunications under the conditions set out
below may not act as proxy for another Director.
Directors or permanent representatives of corporate directors
who reach the age of seventy (70) while in office are required
to stand down at the end of their term.
These provisions also apply to the permanent representatives of corporate directors.
Corporate governance
Registration document 2009 / Casino Group
A quorum of at least half the directors is required for the
meeting to transact business. Decisions are taken by majority
vote of the directors present or represented by proxy. In the
event of a split ballot, the Chairman of the meeting has the
casting vote.
As permitted by law, the Chairman of the Board may occasionally permit Directors to participate in a meeting by videoconference or telecommunications, if so requested for valid
reasons.
The videoconference or telecommunications link used must
be technically capable of transmitting at very least the voice
of the person or persons concerned and allowing them to be
properly identified and participate effectively in the meeting
through a continuous and simultaneous broadcast. It must
also be able to guarantee confidentiality of the proceedings.
The videoconference link must simultaneously transmit both
image and voice and enable the person or persons attending
the meeting by such means and those persons physically
present at the meeting to recognise each other.
Telecommunications means the use of a telephone conference call system which allows those persons physically
present at the meeting and the person attending by telephone
to recognise, beyond any doubt, the voice of each participant.
In case of doubt or poor reception, the Chairman of the
meeting may decide to continue the meeting and exclude
those persons attending by videoconference or telecommunications for the purpose of determining the quorum and majority, provided that the quorum conditions remain fulfilled.
The Chairman may also decide to suspend the director’s attendance at the meeting if a technical malfunction means that
the videoconference or telecommunications link can no
longer ensure total confidentiality of the proceedings.
When permitting the use of videoconference or telecommunications, the Chairman of the Board must first ensure that
all members invited to attend by one of these means have
the equipment required to take part effectively in accordance
with the requisite conditions.
The minutes of the meeting shall indicate the names of
those directors attending a meeting by videoconference or
telecommunications and mention any technical disruption
or incidents which occurred during the meeting.
Directors taking part in Board meetings by videoconference
or telecommunications are deemed to be present for the
purposes of calculating the quorum and majority, except for
the following matters:
• Appointment and compensation of the Chairman of the
Board, the Chief Executive Officer or the Chief Operating
Officers.
• Removal of the Chief Executive Officer or the Chief Operating
Officers.
• Approval of the annual and interim financial statements of
the Company and the Group, together with the accompanying reports.
Furthermore, the Chairman may permit a director to take
part in meetings via any other telecommunication medium.
In this case, however, the director concerned shall not be
deemed present for the purpose of calculating the quorum
and majority.
The Board of Directors may also permit persons other than
the directors to attend its meetings, in a consultative capacity only.
An attendance register is drawn up and signed by those directors attending a Board meeting.
Directors attending a meeting by videoconference or telecommunications are certified as present on the attendance
register by the Chairman.
Minutes of Board meetings
Board resolutions are recorded in minutes signed by the
Chairman of the meeting and at least one of the directors
present. Minutes are approved at the next Board meeting
and a draft copy is sent to all directors in advance.
The minutes shall indicate whether or not a videoconference
or telecommunications link was used, list those directors
who participated by those means, and mention any technical
incidents which occurred during the meeting.
Copies or extracts of the minutes may be validly certified
by the Chairman of the Board, the Chief Executive Officer,
a Chief Operating Officer, the director temporarily acting as
Chairman, or a duly empowered representative.
Directors’ fees
The Board of Directors may receive annual directors’ fees,
as voted by the shareholders at the Annual General Meeting
pursuant to Article 22-I of the Articles of Association.
The total fee voted by shareholders is allocated by the Board
of Directors, on the proposal or recommendation of the
Appointments and Compensation Committee, on the following basis:
• A fixed sum allocated to each director.
• A variable sum based on attendance at Board meetings.
Directors may also receive additional fixed fees for their
specific experience or for special tasks undertaken at the
Board’s request.
The Board of Directors fixes the amount of any other compensation payable to the Chairman and Vice Chairman or
Chairmen. It may also allocate exceptional compensation for
special assignments or mandates entrusted to its members.
Each director, whether a natural person, legal entity or
permanent representative, undertakes to hold a number of
shares in the Company equivalent to the sum of at least one
year’s directors’ fees. Shares held to meet this requirement
must be held in registered form.
Pursuant to the provisions of Article L. 228-17 of the French
Commercial Code (Code de commerce) , directors or permanent representatives may not hold preferred non-voting
shares.
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Appendix
BOARD OF DIRECTORS’ CHARTER
AUTHORITY AND POWERS
OF THE BOARD OF DIRECTORS
Role and powers of the Board of Directors
Under the provisions of Article L. 225-35 of the French Commercial Code (Code de commerce):
“The Board of Directors is responsible for defining the Company’s
broad strategic objectives and for their implementation.
Except for those powers expressly vested in the shareholders
in General Meeting, the Board of Directors considers and
decides on all matters related to the Company’s operations,
subject to compliance with the corporate purpose.”
The Board of Directors also decides whether to combine or
separate the positions of Chairman of the Board and Chief
Executive Officer. Where the positions are separated, the Chief
Executive Officer must be an individual but is not required to
be a director.
Right of information and communication
The Board of Directors carries out all the verifications and
controls it deems necessary and at the times it deems appropriate. The Chairman or Chief Executive Officer is responsible
for providing all directors with the documents and information
they need to fulfil their role and duties.
Prior to each Board meeting, directors receive all the information they require to prepare for the agenda items, provided
such information is available and sufficiently complete.
The Chief Executive Officer reports to the Board of Directors
on the following at least once every quarter:
• Operations of the Company and its main subsidiaries including sales and earnings figures.
• Debt and the credit lines available to the Company and its
main subsidiaries.
• Headcount data for the Company and its main subsidiaries.
The Board of Directors exercises the powers vested in it by
law and the Company’s Articles of Association. To exercise
these powers, it has a right of information and communication
and may be assisted by Committees of the Board.
The Board of Directors also reviews the Group’s off-balance
sheet commitments at least once every six months.
Powers vested in the Board of Directors
The Chairman of the Board organises and leads meetings of
the Board and reports to shareholders on the Board’s work
at the General Meeting. He is responsible for ensuring that
the Company’s corporate governance structures function
correctly and, more particularly, that the directors are capable
of fulfilling their duties.
The Board of Directors reviews and approves the annual and
interim financial statements of the Company and the Group,
as well as the management reports on the operations and
results of the Company and its subsidiaries. It also approves
budgets and forecasts.
It calls shareholders’ meetings and may carry out shareholderapproved securities issues.
Matters requiring the Board of Directors’
prior authorisation
In addition to the issue of guarantees and security interests
and related-party agreements governed by Article L. 225-38
of the French Commercial Code (Code de commerce), which
by law require the Board’s prior authorisation, the Board
of Directors has decided, as an internal rule, that its prior
authorisation must be obtained for certain management
transactions due to their nature or if they exceed a unit value
of €200 million, as specified in the paragraph below entitled
“Senior Management”.
Accordingly, the Board’s authorisation is required for all
transactions that are likely to affect the strategy of the Company and its subsidiaries, their financial position or scope of
business, such as the signature or termination of commercial
agreements likely to materially influence the Group’s future
development.
In this respect, the Board has also granted certain blanket
delegations of authority, renewable each year, which are
described in the paragraph below entitled “Senior Management”.
Chairman of the Board of Directors
The Chairman also prepares a report to shareholders, in
addition to the Management Report, on the Company’s
corporate governance and internal control/risk management systems, particularly regarding the financial reporting
process. This report indicates any restrictions placed by the
Board of Directors on the Chief Executive Officer’s powers.
If the Company voluntarily refers to a corporate governance
code drawn up by an accredited body or organisation, the
report also indicates any provisions that are not applied and
the reasons why. It indicates where a copy of the code may
be obtained. If the Company does not voluntarily refer to
such a corporate governance code, the report describes the
Company’s corporate governance practices over and above
the legal requirements and explains why a reference code is
not used. The report also describes any special conditions
regarding shareholder attendance at general meetings or
refers to the provisions of the articles of association where
such conditions can be found. The report sets out the principles and rules set by the Board of Directors to determine the
compensation and benefits paid to executive officers and
refers to disclosure of the information required by article
L. 225-100-3 of the French Commercial Code (Code de commerce).The report is approved by the Board of Directors and
published.
Registration document 2009 / Casino Group
The Chairman is elected for a period not exceeding his term
of office as director. If the Chairman reaches the age of 70
while in office, he is required to stand down at the end of
that term.
In the event of the Chairman’s temporary unavailability or
death, the Board of Directors may appoint another director
as acting Chairman. In the case of temporary unavailability,
the acting Chairman is appointed for a fixed period, which
may be renewed. In the case of death, the acting Chairman is
appointed until such time as a new Chairman is elected.
Senior Management
By virtue of article L. 225-56 of the French Commercial
Code (Code de commerce), the Chief Executive Officer has
full powers to act in all circumstances in the name of the
Company within the limits of its corporate purpose, and
except for those powers vested by law in the Board of Directors or in the shareholders in a General Meeting. The Chief
Executive Officer represents the Company in its dealings
with third parties.
However, at its meetings of 4 September 2003, 13 October
2006 and 8 November 2007, the Board of Directors decided,
as an internal rule, that the Chief Executive Officer must
obtain the Board’s prior authorisation for the following:
• Transactions that are likely to affect the strategy of the
Company and its subsidiaries, their financial position or
scope of business, such as the signature or termination of
industrial and commercial agreements likely to materially
influence the Group’s future development.
• Transactions representing over two hundred million euros
(€200,000,000), including but not limited to:
- Investments in securities and immediate or deferred investments in any company or business venture.
- Sales of assets, rights or securities, in exchange for securities or a combination of securities and cash.
- Acquisitions of real property or real property rights.
- Purchases or sales of receivables, acquisitions or divestments of goodwill or other intangible assets.
- Issues of securities by directly or indirectly controlled
companies.
- Granting or obtaining loans, borrowings, credit facilities
or short-term advances.
- Agreements to settle legal disputes.
- Disposals of real property or real property rights.
- Full or partial divestments of equity interests.
- Granting security interests.
This €200 million ceiling does not, however, apply to finance
lease transactions relating to buildings and/or equipment,
for which the maximum aggregate authorised amount is set
at €300 million per year.
Corporate governance
These provisions apply to transactions carried out directly by
the Company and by all entities controlled directly or indirectly by the Company, except for intragroup transactions.
The Board of Directors may grant the Chief Executive Officer
authority to carry out the following transactions, up to a maximum aggregate limit set on an annual basis:
• Guarantees and security interests
The Chief Executive Officer may issue guarantees or other
security interests to third parties in the Company’s name,
subject to a maximum annual limit of €400 million and a
maximum limit per commitment of €200 million.
• Loans, confirmed credit lines, short term credit facilities
and all financing agreements
The Chief Executive Officer may negotiate and/or renew
or extend loans, confirmed credit lines, short-term credit
facilities and all syndicated and non-syndicated financing
agreements subject to a maximum annual limit of €2 billion
and a maximum limit per transaction of €400 million.
• Issuance of bonds and other debt securities
The Chief Executive Officer may issue bonds or any debt
securities other than commercial paper, under the EMTN
programme or otherwise, subject to a ceiling of €2 billion,
determine the terms and conditions of any such issue and
carry out all related market transactions.
The Chief Executive Officer may issue commercial paper
subject to a ceiling of €800 million.
The Chief Executive Officer may delegate all or some of
these powers, except the power to issue bonds or other debt
securities. He is required to report regularly to the Board of
Directors on their utilisation.
These provisions apply to transactions carried out directly
by the Company and by all entities controlled directly or
indirectly by the Company.
The Chief Executive Officer’s term of office is set by the
Board of Directors at its discretion, but may not exceed
three years. If the Chief Executive Officer reaches the age
of 70 while in office, he is required to stand down at the
end of that term.
In the event of the temporary unavailability of the Chief
Executive Officer, the Board of Directors shall appoint an
acting Chief Executive Officer until such time as the Chief
Executive Officer is able to resume his duties.
At the proposal of the Chief Executive Officer, the Board
of Directors may appoint up to five individuals as Chief
Operating Officers to assist the Chief Executive Officer in
his duties.
In agreement with the Chief Executive Officer, the Board of
Directors determines the scope and duration of the powers
to be vested in the Chief Operating Officers. However, they
have the same powers as the Chief Executive Officer in
dealings with third parties.
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Appendix
BOARD OF DIRECTORS’ CHARTER
The Chairman, if he is also Chief Executive Officer, the Chief
Executive Officer and each of the Chief Operating Officers
may delegate their powers to carry out one or several
specific transactions or categories of transaction.
COMMITTEES
Committees of the Board – General provisions
Under Article 19-III of the Company’s by-laws, the Board of
Directors may establish one or more specialised committees,
appoint the members thereof, and specify their role and responsibilities, under its oversight and authority. The Board of
Directors may not delegate to these Committees any powers
that are specifically vested in the Board of Directors either
by law or under the Company’s by-laws. Each committee
reports on its work at the next Board meeting.
The Committees comprise at least three members, who
must be directors, permanent representatives of corporate
directors or non-voting directors, appointed by the Board.
Members are appointed on a purely personal basis and may
not be represented by proxy.
Their term of office is set by the Board of Directors and may
be renewed.
The Board of Directors appoints a Chairman of each Committee, for a period that may not exceed that person’s term
of office as a Committee member.
Each Committee decides how often it will meet and may invite
anyone it deems appropriate to attend meetings.
Minutes are prepared after each Committee meeting, unless
specifically provided otherwise, under the authority of the
Committee Chairman. Such minutes are sent to all Committee
members.
The Committee Chairman reports to the Board of Directors
on the Committee’s work.
The work carried out by each Committee is described in the
Company’s annual report. The Committees are responsible
for making proposals or recommendations and giving their
opinion in their specific area of expertise. To this end, they
may conduct or commission any research or studies likely to
assist the Board of Directors in its decisions.
Committee members receive fees allocated by the Board of
Directors on the recommendation of the Appointments and
Compensation Committee.
The Board of Directors is currently assisted by two committees: the Audit Committee and the Appointments and Compensation Committee.
Audit Committee
The Audit Committee is responsible for reviewing the annual
and interim financial statements, together with the accompanying reports, before they are submitted to the Board of
Directors for approval.
As part of this process the Committee holds discussions with
the Statutory Auditors and reviews their audit reports and
conclusions.
The Audit Committee reviews and gives its opinion on candidates for appointment as Statutory Auditors of the company
and its subsidiaries.
It verifies the independence of the Statutory Auditors, with
whom it has regular contact. It also reviews overall relations
between the Statutory Auditors and the company and its
subsidiaries and gives its opinion on their fees.
The Audit Committee periodically reviews the internal control
systems, and more generally the audit, accounting and
management procedures of the company and the Group,
through discussions with the Chief Executive Officer, internal
audit teams and the Statutory Auditors. It provides an interface between the Board of Directors, the Statutory Auditors
of the company and its subsidiaries, and the internal audit
teams.
The Committee also deals with any facts or events which may
have a significant impact on the position of Casino, GuichardPerrachon or its subsidiaries in terms of commitments and/
or risks. It ensures that the company and its subsidiaries have
effective internal audit, accounting and legal functions to
prevent risks and management errors.
The Audit Committee has at least three members appointed
from among those directors with finance and management
experience.
It meets at least three times a year at the initiative of its Chairman, who may also arrange any additional meetings required
by the circumstances.
The Audit Committee may invite opinions from any persons
of its choice belonging to the support functions of the
company and its subsidiaries. It may call upon any outside
consultant or expert it deems appropriate to assist in its
duties.
The Committee reports to the Board of Directors on its work,
research and recommendations. The Board of Directors has
absolute discretion to decide whether or not to act on such
recommendations.
The Audit Committee has a charter, approved by the Board
of Directors, describing its organisation, operation, expertise
and responsibilities.
Appointments and Compensation Committee
The role of the Appointments and Compensation Committee
is to:
• Prepare the groundwork for fixing the compensation of the
Chief Executive Officer and, where applicable, the Chief
Operating Officers, and to propose qualitative and quantitative criteria for determining any performance-related
component.
• Assess all other benefits or emoluments to be received by
the Chief Executive Officer and, where applicable, the Chief
Operating Officers.
Corporate governance
Registration document 2009 / Casino Group
• Review proposals for allocating stock options and/or share
grants to managers and other Group employees in order to
enable the Board of Directors to set the total and/or individual number of options or shares to be allocated and the
related terms and conditions.
• Review the composition of the Board of Directors.
• Examine candidate applications for election to the Board,
in light of each candidate’s business experience, expertise
and economic, social and cultural representativeness.
• Examine candidate applications for the position of Chief
Executive Officer and, where applicable, Chief Operating
Officer.
• Obtain all useful information concerning recruitment methods, compensation and status of senior executives of the
company and its subsidiaries.
• Make proposals and give opinions on directors’ fees and any
other compensation or benefits to be paid to the directors
and non-voting directors.
• Review the relationships between the directors and the
company or its subsidiaries to ensure that there is nothing
which could interfere with their freedom or judgement or
potentially lead to a conflict of interest.
• Organise regular assessments of the Board of Directors’
performance.
The Committee has at least three members and meets at
least twice a year at the initiative of its Chairman, who may
also arrange any additional meetings required by the circumstances.
In association with the Chief Executive Officer, the Appointments and Compensation Committee works closely with
the Group Human Resources and Finance departments, and
may call upon any outside consultant or expert it deems
appropriate to assist in its duties.
It reports to the Board of Directors on its work, research and
recommendations and the Board has absolute discretion to
decide whether or not to act on such recommendations.
NON-VOTING DIRECTORS
Non-voting directors
The shareholders may appoint non-voting directors, who
may be natural persons or legal entities, from among the
shareholders. The Board of Directors may appoint a nonvoting director subject to ratification at the next shareholders’
meeting.
The number of non-voting directors may not exceed five. They
are elected for a term of three years and may be re-elected.
A non-voting director reaching the age of 80 while in office is
required to stand down at the Annual General Meeting held
to approve the financial statements for the year in which this
age limit was reached.
Non-voting directors attend Board meetings in a consultative
capacity only.
They may receive attendance fees, the total aggregate
amount of which is fixed by ordinary resolution of the
shareholders and remains unchanged until a further decision of the shareholders. Attendance fees are allocated
among the non-voting directors at the discretion of the
Board of Directors.
DIRECTORS’ CODE OF CONDUCT
Principles
The Company’s directors must be able to exercise their duties
in compliance with the rules of independence, business
ethics and integrity.
In line with good corporate governance practices, directors
exercise their duties in good faith in the manner they consider
most appropriate to promote the interests of the company
and with the care that would be expected of a normally prudent
person in such circumstances.
The directors undertake to maintain their freedom of analysis,
judgement, decision and action at all times, and to withstand
any direct or indirect pressure that may be brought to bear
on them.
Duty of information
Before accepting office, directors must familiarise themselves with all legal and regulatory requirements concerning
their position and with any provisions specific to the company
set out in its by-laws and this charter.
Protection of the Company’s interests
Conflicts of interest
Directors must act in all circumstances in the best interests
of the company.
They undertake to ensure that the company’s decisions do
not favour one particular class of shareholder over another.
The directors shall advise the Board of any actual or potential
conflict of interest in which they might be directly or indirectly
involved and in such a case shall abstain from voting on the
issues concerned.
Control and assessment of the Board
of Directors’ performance
Directors must pay careful attention to the allocation and
exercise of powers and responsibilities among the company’s corporate governance structures.
They must ensure that no person can exercise uncontrolled
discretionary power over the Company, and that the Committees of the Board of Directors operate properly.
The Board of Directors reviews its performance once a year.
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Corporate governance
Registration document 2009 / Casino Group
Appendix
BOARD OF DIRECTORS’ CHARTER
Self-assessments are also organised regularly by the Appointments and Compensation Committee on the instructions of
the Chairman of the Board.
Presence of directors
Directors must devote the appropriate time and attention to
their duties. They shall, as far as possible, attend all Board
meetings, shareholders’ meetings and meetings of any
Committees of which they are members.
Dealing in the Company’s shares
In accordance with Article L. 621-18-2 of the French Monetary and Financial Code (Code monétaire et financier)) and
Article L. 222-14 of the General Regulations of the Autorité
des Marchés Financiers (AMF), each individual and corporate
director is required to disclose to the AMF all purchases,
sales, subscriptions or exchanges of the company’s shares
in excess of a cumulative amount per calendar year of
Ä5,000. This formality must be carried out within five trading days of the transaction date. Disclosable transactions
include purchases and sales of derivative instruments and
acquisitions of shares on exercise of stock options, even
when the acquired shares are not sold immediately.
This requirement also applies to persons who have close
personal ties with any members of the Board of Directors,
defined as a director’s spouse or partner, dependent children,
or any trust or partnership that is managed and/or controlled,
directly or indirectly, by a director or by any person who has
close personal ties with a director.
All shares in the company held by directors must be registered shares. Directors must also advise the company of the
number of shares they hold at each year-end and at the time
of any capital transactions.
Confidentiality
Directors, and any other persons attending Board meetings,
are bound by a general duty of confidentiality with regard to
the proceedings of Board meetings or meetings of Committees of the Board.
Non-public information received by directors in their capacity as Board members is given on a personal basis. Such
information must be kept strictly confidential and must not
be disclosed under any circumstances. These provisions
also apply to representatives of corporate directors, and to
non-voting directors.
Inside information
Information received by directors is governed by the provisions of Article L. 465-1 of the French Monetary and Financial
Code (Code monétaire et financier), Articles 611-1 to 632-1
of the AMF’s General Regulations and European Commission Regulation 2773/2003 on inside information and insider
trading.
If the Board of Directors receives specific confidential information which, if published, could have a significant impact
on the share price of the Company, one of its subsidiaries or
associates, directors must not disclose such information to
third parties until it has been made public.
Directors shall also refrain from dealing in the company’s
shares during the “closed period” of fifteen days prior to
publication of the company’s annual and interim financial
statements.
In accordance with new legal and regulatory requirements
concerning inside information, each director has been registered on the Company’s list of people who have permanent
access to inside information.
The directors have been advised of their inclusion in this list
and have been provided with a summary of their duties concerning inside information and the penalties for breaching
such duties.
ADOPTION OF THE BOARD OF DIRECTORS’
CHARTER
This Charter was approved for the first time by the Board of
Directors at its meeting of 9 December 2003, and the most
recent update was validated on 27 August 2008.
Registration document 2009 / Casino Group
Annual General Meeting
Annual General
Meeting
226. Report of the Board of Directors on Extraordinary Business
229. Statutory Auditors’ Reports on extraordinary business
232. Ordinary resolutions
235. Extraordinary resolutions
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Annual General Meeting
Registration document 2009 / Casino Group
Report of the Board
of Directors
on Extraordinary Business
AUTHORISATION TO ISSUE SHARES
AND SHARE EQUIVALENTS
Pursuant to the amendments to the regulations on the issuance of securities by way of private placement, the Board of
Directors is seeking a fifteen-month authorisation to issue,
without pre-emptive subscription rights, securities carrying
rights to shares or debt securities of the Company to those
persons referred to in Article L. 411-2 II of the French Monetary
and Financial Code (Code monétaire et financier), up to a
maximum of 10% of the share capital per year and at an
issue price based on the weighted average quoted price for
the three trading days preceding the issue pricing date, with
a maximum discount of 5%.
The aggregate par value of securities issued pursuant to this
authorisation will be included in the overall maximum limit
for issues of debt securities or shares set in the thirty-fourth
resolution passed at the extraordinary general meeting of
19 May 2009.
The persons referred to in Article L. 411-2 II of the French
Monetary and Financial Code (Code monétaire et financier)
will be determined by the Board of Directors.
AUTHORISATION TO GRANT STOCK OPTIONS
The authorisations given to the Board of Directors to grant
stock options to employees and officers of the Company and
of entities in which the Company holds at least 10% of the
capital or voting rights, directly or indirectly, expire at the
annual general meeting. The Board of Directors is seeking a
thirty-eight month renewal of these authorisations in order
to pursue its policy of incentivising and rewarding employees and executive officers of the Company or related companies. Executive directors of Casino, Guichard-Perrachon
are not entitled to receive stock options.
The total number of shares issued on exercise of options
on new shares may not exceed 5% of the total number of
shares outstanding on the grant date, not including options
previously granted but not yet exercised.
The total number of shares allotted on exercise of options
on existing shares may not exceed 10% of the total number
of ordinary shares outstanding on the grant date, taking into
account options previously granted but not yet exercised.
In the case of options on new shares, the exercise price may
not be less than the average of the opening prices quoted
during the twenty trading days preceding the option grant
date. In the case of options on existing shares, the exercise
price may not be less than the average price paid for the
shares bought back by the Company pursuant to Articles
L. 225-208 and L. 225-209 of the French Commercial Code
(Code de commerce).
The life of the options may not exceed seven years.
ISSUE OF NEW SHARES OR ALLOTMENT
OF EXISTING SHARES TO EMPLOYEES
In the fifteenth resolution, pursuant to article L. 225-129-6
of the French Commercial Code (Code de commerce), the
Board is seeking a fifteen month authorisation to issue
shares to Group employees in accordance with Articles
L. 3332-18 et seq. of the French Labour Code (Code du travail).
The issue price will be set in accordance with the provisions
of Article L. 3332-19 of the French Labour Code (Code du
travail) , that is by reference to the average quoted share
price during the twenty trading days preceding the date on
which the subscription opening date was set, less a discount
of up to 20% or 30% if the lock-up period under the plan is ten
years or more. The Board will also be authorised to allocate
existing shares bought back on the market in accordance
with Article L. 225-209 of the French Commercial Code (Code
de commerce). The number of shares issued or sold pursuant
to this authorisation may not exceed 5% of the total number of
shares outstanding at the time of issue or sale. The shareholders will be asked to waive their pre-emptive rights in favour
of the Group’s employees, directly or through employee
share ownership plans.
MERGER-ABSORPTION OF VIVER
As part of the continuing drive to simplify the Group’s structure, the Board is proposing that the Company absorbs its
subsidiary Viver.
Annual General Meeting
Registration document 2009 / Casino Group
Viver
Viver owns shares in Distribution Casino France and Casino Carburants received in consideration for the contribution on 30
November 2009 of, respectively, a supermarket at Vinon sur Verdon, in southern France, and the service station business at
the same site.
Casino, Guichard-Perrachon owns 2,499 actions of the 2,500 shares comprising Viver’s share capital.
Valuation of the assets and liabilities transferred
The substance of the assets and liabilities to be transferred and the financial terms and conditions of transfer were determined on the basis of the financial statements at 31 December 2009. Consequently, all transactions involving either assets
or liabilities carried out by the absorbed subsidiary since 1 January 2010 will be deemed to have been carried out by the
Company.
Viver is controlled by Casino, Guichard-Perrachon. Accordingly, as required by Comité de la Réglementation Comptable
standard CRC 2004-01 of 4 May 2004 on accounting for mergers and similar transactions, all assets and liabilities must be
transferred at their net book value.
The net assets transferred by Viver amount to:
Assets transferred
€6,728,737.82
Liabilities transferred
(-) €1,681,928.63
Net assets transferred
(=) €5,046,809.19
Consideration paid to minority shareholders
To determine the exchange ratios, comparisons were carried out based on several criteria, including restated net asset value,
net earnings and cash flow.
Restated net asset value is a traditional valuation criterion, but to be meaningful, the assets compared must be of a comparable structure. Although it gives a fair idea of the value of the absorbed company, it does not adequately reflect the intrinsic
value of the absorbing company, for which share price is a more appropriate measure. Consequently, the net asset value per
share of the absorbed company was compared with Casino’s 2009 weighted average share price.
Profitability criteria such as net earnings and cash flow are supplementary indicators. Net earnings provides a good indication of the company’s ability to remunerate its shareholders, while cash flow gives an indication of the company’s ability
to finance its future growth.
Dividend payment was not used as a criterion, as the absorbed company has a totally different dividend policy from the
absorbing company. Revenue was not used either, as it is totally incomparable.
For the absorbing company, the figures used are consolidated data adjusted for minority interests.
The table below shows the results of these comparisons:
Total values
2009 data in euros
Viver
Restated net asset value
5,919,657
Net earnings
6,294,703 (1)
Cash flow
Number of shares
Casino
–
591,025,000 (2)
(43,998)
1,291,797,000
2,500
110,360,987
(1) Net earnings primarily comprise capital gains on contributions of supermarket and service station businesses and is not representative of the
company’s activity.
(2) Net profit attributable to equity holders of the parent.
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Annual General Meeting
Registration document 2009 / Casino Group
Report of the Board of Directors
on Extraordinary Business
Per share values
2009 data in euros
Viver
Casino
Net assets transferred/Casino share price
2,367.86
51.05 (1)
Net earnings
Cash flow
2,517.88
(17.60)
5.35
11.70
Viver
Casino
Exchange ratio
Discount/premium
(1) Casino’s weighted average share price in 2009.
Exchange ratios
Net assets transferred/Casino share price
Net earnings
Cash flow
46.38
(0.82)%
470.63
–
NS
–
As the profitability and cash flow criteria are not representative for Viver, the only criterion used was net assets transferred/
Casino share price.
The table below shows the number of shares to be exchanged for Casino ordinary shares, the exchange ratios proposed and
the number of ordinary shares to be issued, based on the above information.
Number of shares
Exchange ratio
to be exchanged
1
Number of Casino shares
to be issued
46 Casino shares
for 1 Viver share
46
This exchange ratio results in a very minor dilution for Casino, Guichard-Perrachon shareholders.
The Company’s share capital will be increased by €70.38 via the issuance of 46 shares each with a par value of €1.53, with a
total merger premium of €1,948.34.
Michel Tamet, the accountant appointed by the presiding judge of the Saint-Etienne commercial court to value the transactions, has verified that the relative values attributed to the shares in the companies involved were appropriate and that the
exchange ratio was fair. He also assessed the value of the net assets transferred by the absorbed company. His reports are
available for inspection by the shareholders as required by law.
Revision of the by-laws to reflect recent laws and regulations.
The Board is proposing to revise the by-laws to reflect recent laws and regulations on:
• Attendance at shareholders’ meetings by electronic communication media. The regulations now permit electronic mail or
proxy voting, particularly via the Internet, providing that the shareholder can be properly identified.
These regulations cannot be applied without amending article 25 of the by-laws.
• Revision to article L. 225-124 of the French Commercial Code (Code de commerce). The transfer of double voting rights in
the case of inheritance, division of estate between divorcing spouses or gifts inter vivos to a spouse or another person of an
eligible degree of relationship has now been extended to include the merger or demerger of a shareholding company.
Consequently, Article 28 of the by-laws needs to be amended accordingly.
Annual General Meeting
Registration document 2009 / Casino Group
Statutory Auditors’ Reports
on extraordinary business
This is a free translation into English of a report issued in French language and is provided solely for the convenience of English-speaking
readers. This report should be read in conjunction with and construed in accordance with French law and professional auditing standards
applicable in France.
STATUTORY AUDITORS’ SPECIAL REPORT ON THE ISSUANCE OF SHARES AND DIFFERENT
SECURITIES GIVING ACCESS TO THE SHARE CAPITAL
12th resolution
In our capacity as statutory auditors of your Company and
in compliance with articles L. 225-135 etc. of the French
Commercial Code (Code de commerce), we hereby report on
the proposed authorizations allowing your Board of Directors,
with the capacity to subdelegate to the Chief Executive
Officer or, with the CEO agreement, to one or more Chief Operating Officers, to resolve and issue shares and securities
without preferential subscription rights, in respect of part
II of Article L.411-2 of French Monetary and Financial Code
(Code Monétaire et Financier), giving access immediately
or in the future to the Company’s share capital, through
the allocation of new shares and/or existing shares or attribution of debt securities, operations upon which you are
called to vote.
Your Board of Directors proposes that, on the basis of its report, it be authorized for a period of 14 months, in accordance
with Article L. 225-129-2 of French Commercial Law (Code
du Commerce)) to decide of the issuance of the instruments
previously described in one or several times entailing the
cancellation of your preferential subscription rights in benefit
of persons that are concerned by part II of of Article L. 411-2
of French Monetary and Financial Code (Code Monétaire et
Financier).
The amount of the increases in capital, valid immediately or
in the future, will not exceed 20% of the Company’s share
capital per year. Moreover, the amount of increases in share
capital will be deducted from the total nominal amount of
debt securities issued or capital increases as set out in the
30th resolution approved by the shareholders’ meeting of
May 19, 2009. If necessary, the Borad of Directors will decide
the final conditions for the issues.
In accordance with Articles R. 225-113 and R. 225-114 of
French Commercial Code (Code de Commerce), it is the responsibility of your Board of Directors to prepare a report.
It is our responsibility to report on the fairness of the financial information taken from the accounts on the proposed
cancellation of the preferential subscription rights, and on
other specific information relating to the issue contained in
this report.
We have performed the procedures which we considered
necessary to comply with the professional guidance issued
by the French national auditing body (Compagnie Nationale
des Commissaires aux Comptes)) for this type of engagement.
These procedures consisted in verifying the information provided in the Board of Directors’ report relating to this operation
and the methods used to determine the issue price.
Subject to a subsequent examination of the conditions for
the issuances that will be decided, we have nothing to report
on the methods used for determining the issue price provided
in the Board of Directors’ Report.
As the issue price has not yet been determined, we cannot
report on the final conditions for the issuance that would be
performed, and, consequently, on the proposed cancellation
of preferential subscription rights proposed.
In accordance with article R. 225-116 of the French Commercial Code (code de commerce), we will issue a supplementary report, if necessary, when your Board of Directors
has exercised this authorization.
Lyon and Paris, March 26, 2010
The Statutory Auditors
Ernst & Young Audit
Sylvain Lauria Daniel Mary-Dauphin
Cabinet Didier Kling & Associés
Christophe Bonte Didier Kling
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Registration document 2009 / Casino Group
Statutory Auditors’ Reports
on extraordinary business
STATUTORY AUDITORS’ REPORT ON THE SHARE PURCHASE PLANS RESERVED FOR EMPLOYEES
OR FOR CERTAIN EMPLOYEES
13th resolution
In our capacity as statutory auditors of your company and in
compliance with articles L. 225-177 and R. 225-144 of the
French commercial code (Code de Commerce), we hereby
report on the share purchase plans reserved for employees
or for certain employees of your company or companies
and groups as defined in Article L. 225-180 of the French
commercial code (Code de Commerce) . Executives of the
company cannot be part of the purchase plans.
It is the responsibility of the Board of Directors to prepare a
report on the reasons for the stock options or share purchase
plans and on the proposed methods used to determine the
subscription or purchase price. Our role is to report on the
proposed methods to determine the subscription or purchase
price.
We have performed those procedures which we considered
necessary to comply with the professional guidance issued
by the French national auditing body (Compagnie Nationale
des Commissaires aux Comptes)) for this type of engagement.
These procedures consisted in verifying that the methods
proposed to determine the subscription or purchase price
are included in the Board of Directors’ report (or Executive,
Manager or Chairman’s report), are in accordance with legal
requirements, are easily understood by the shareholders
and do not appear manifestly inappropriate.
We have no matters to report as to the methods proposed.
Lyon and Paris, March 26, 2010
The Statutory Auditors
Ernst & Young Audit
Sylvain Lauria Daniel Mary-Dauphin
Cabinet Didier Kling & Associés
Christophe Bonte Didier Kling
STATUTORY AUDITORS’ REPORT ON THE STOCK OPTIONS PLANS RESERVED FOR EMPLOYEES
OR FOR CERTAIN EMPLOYEES
14th resolution
In our capacity as statutory auditors of your company and in
compliance with articles L. 225-177 and R. 225-144 of the
French commercial code (Code de Commerce), we hereby
report on the stock options plans reserved for employees or
for certain employees of your company or companies and
groups as defined in Article L. 225-180 of the French commercial code (Code de Commerce). Executives of the company
cannot be part of the stock options plans.
It is the responsibility of the Board of Directors to prepare a
report on the reasons for the stock options or share purchase
plans and on the proposed methods used to determine the
subscription or purchase price. Our role is to report on the
proposed methods to determine the subscription or purchase
price.
We have performed those procedures which we considered
necessary to comply with the professional guidance issued
by the French national auditing body (Compagnie Nationale
des Commissaires aux Comptes)) for this type of engagement.
These procedures consisted in verifying that the methods
proposed to determine the subscription or purchase price
are included in the Board of Directors’ report (or Executive,
Manager or Chairman’s report), are in accordance with legal
requirements, are easily understood by the shareholders
and do not appear manifestly inappropriate.
We have no matters to report as to the methods proposed.
Lyon and Paris, March 26, 2010
The Statutory Auditors
Ernst & Young Audit
Sylvain Lauria Daniel Mary-Dauphin
Cabinet Didier Kling & Associés
Christophe Bonte Didier Kling
Annual General Meeting
Registration document 2009 / Casino Group
STATUTORY AUDITORS’ REPORT ON THE INCREASE IN CAPITAL WITH CANCELLATION
OF PREFERENTIAL SUBSCRIPTION RIGHTS RESERVED FOR EMPLOYEES WHO ARE MEMBERS
OF A COMPANY SAVINGS SCHEME
15th resolution
In our capacity as statutory auditors of Casino, GuichardPerrachon and in compliance with Articles L. 225-135 etc. of
French company law (Code de Commerce), we hereby report
on the proposal to authorise your Board of Directors, with the
capacity to subdelegate in accordance with Articles L. 225129-2 and L. 225-129-6 of French company law (Code de
Commerce), to decide whether to proceed with an increase
in capital by the issuing of ordinary shares, with cancellation
of preferential subscription rights, reserved to the members
of a company savings scheme of Casino, Guichard-Perrachon
and affiliated entities, in accordance with conditions required
by Article L. 233-16 of French company law (Code de Commerce). This increase in capital is limited to 5% of the share
capital of your company as of the date of the Board of Directors’
decision. You are called to vote on this operation.
It is the responsibility of the Board of Directors to prepare a
report in accordance with articles R. 225-113 and R. 225-114
of the French Commercial Code (Code de Commerce). Our
role is to report on the fairness of the financial information
taken from the accounts, on the proposed cancellation of
preferential subscription rights and on other information
relating the share issue provided in the report.
We have performed those procedures which we considered
necessary to comply with the professional guidance issued
by the French national auditing body (Compagnie Nationale
des Commissaires aux Comptes)) for this type of engagement. These procedures consisted in verifying the information provided in the Board of Directors’ (or Executive Board,
Manager or Chairman‘s) report relating to this operation and
the methods used to determine the issue price.
This increase in capital is submitted for your approval in accordance with Articles L. 225-129-6 of French company law
(Code de Commerce)) and L. 3332-18 of French labour law
(Code du Travail).
Subject to a subsequent examination of the conditions for
the increases in capital that would be decided, we have no
matters to report as to the methods used to determine the
issue price provided in the Board of Directors’ report.
Your Board of Directors proposes that, on the basis of its
report, it be empowered for a period of 14 months to determine the conditions of this operation and proposes to cancel
your preferential subscription rights. If applicable, it shall
determine the final conditions of this operation.
As the issue price has not yet been determined, we cannot
report on the final conditions in which the issues would be
performed and, consequently, on the proposed cancellation
of preferential subscription rights.
In accordance with article R. 225-116 of the French Commercial Code (Code de commerce), we will issue a supplementary report, if necessary, when your Board of Directors
has exercised this authorisation.
Lyon and Paris, April 2, 2010
The Statutory Auditors
Ernst & Young Audit
Sylvain Lauria Daniel Mary-Dauphin
Cabinet Didier Kling & Associés
Christophe Bonte Didier Kling
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Registration document 2009 / Casino Group
Ordinary
resolutions
First resolution
Approval of the Company’s financial statements for the year ended 31 December 2009
Having considered the reports of the Board of Directors and the Statutory Auditors, the shareholders approve the Company’s
financial statements for the year ended 31 December 2009 as presented, showing net profit for the year of €403,405,258.85,
together with the transactions reflected or described therein.
The shareholders note that the sum of €3,565,041 has been deducted from additional paid-in capital, corresponding to
expenses relating to the conversion of preferred non-voting shares into ordinary shares.
The shareholders also note the transfer to retained earnings, pursuant to the resolution passed at the Annual General Meeting
of 19 May 2009, of 2008 dividends on the 250,730 ordinary shares and 411 preferred non-voting shares held by the Company
on the 2 June 2009 dividend payment date, amounting to a total of €635,403.17.
Second resolution
Approval of the consolidated financial statements for the year ended 31 December 2009
Having considered the reports of the Board of Directors and the Statutory Auditors, the shareholders approve the consolidated
financial statements for the year ended 31 December 2009 as presented, showing net profit attributable to equity holders of
the parent of €591,025 thousand.
Third resolution
Appropriation of net profit and dividend
Having considered the report of the Board of Directors, the shareholders resolve to appropriate profit for the year ended
31 December 2009 as follows:
Net profit for the year
Appropriation to the legal reserve
€403,405,258.85
(-)
€0
Retained earnings brought forward from 2008
(+)
€2,355,561,985.63
Profit available for distribution
(=)
€2,758,967,244.48
First dividend
(-)
€8,442,615.51
Additional dividend
(-)
€284,014,000.04
Transfer to retained earnings
(=)
€2,466,510,628.93
Each share will receive a dividend of €2.65 payable on 10 May 2010.
Private shareholders who are French tax residents will be entitled to claim 40% tax relief on their dividends, in accordance
with Article 158-3-2 of the French Tax Code (Code général des impôts). They may alternatively elect for liability to the flat rate
withholding tax.
Casino shares held by the Company on the dividend payment date do not qualify for a dividend and the corresponding sums
will therefore be transferred to retained earnings.
Annual General Meeting
Registration document 2009 / Casino Group
Dividends and corresponding tax credits for the past three years were as follows:
Year
Class of shares
Number
of shares
Dividend
per share
Dividend
Dividend
eligible for 40%
tax relief
not eligible for 40%
tax relief
• Ordinary shares
• Preferred non-voting shares
96,798,396 (1)
15,124,256
€2.15€
€2.19€
€2.15
€2.19
–
–
2007
• Ordinary shares
• Preferred non-voting shares
96,992,416 (2)
15,124,256 (2)
€2.30€
€2.34€
€2.30
€2.34
–
–
2008
• Ordinary shares
• Preferred non-voting shares
97,769,191 (3)
14,589,469 (3)
€5.17875
€5.21875
–
–
€5.17875€ (4)
€5.21875€ (4)
(1) Including 112,942 ordinary shares held by the Company.
(2) Including 318,989 ordinary shares and 50,091 preferred non-voting shares held by the Company.
(3) Including 250,730 ordinary shares and 411 preferred non-voting shares held by the Company.
(4) At the annual general meeting of 19 May 2009, the shareholders voted to distribute a cash dividend of €2.53 per ordinary share and €2.57 per
preferred non-voting share, plus an additional dividend in the form of Mercialys shares on the basis of one Mercialys share for eight ordinary or
preferred non-voting Casino shares. The per share value of the Mercialys stock dividend is equal to 1/8th of the Mercialys share price on 2 June
2009, i.e. €2.64875.
Fourth resolution
Related party agreements
Having considered the Statutory Auditors’ report on agreements governed by Article L. 225-38 of the French Commercial
Code (Code de commerce), the shareholders approve the said report and the agreements described therein.
Fifth resolution
Authorisation to implement a share buyback programme
Having considered the Board of Directors’ report, the shareholders authorise the Board to buy back the Company’s shares in
accordance with the provisions of Articles L. 225-209 et seq. of the French Commercial Code (Code de commerce), notably for
the following purposes:
• To maintain a liquid market in the Company’s shares through market-making transactions carried out by an independent
investment services provider acting on the Company’s behalf under a liquidity contract that complies with a code of ethics
approved by the Autorité des Marchés Financiers.
• To allocate shares (i) on exercise of stock options granted by the Company pursuant to Articles L. 225-177 et seq. of the French
Commercial Code (Code de commerce), (ii) under an employee stock ownership plan governed by Articles L. 3332-1 et seq. of
the French Labour Code (Code du travail)) or (iii) in connection with share grants governed by Articles L. 225-197-1 et seq. of the
French Commercial Code (Code de commerce).
• To allot shares upon exercise of rights attached to securities redeemable, convertible, exchangeable or otherwise exercisable
for shares.
• To keep shares for subsequent delivery in payment or exchange for shares of another company in accordance with market
practices approved by the French securities regulator (Autorité des Marchés Financiers).
• To cancel shares in order to increase earnings per share.
• To implement any other market practices authorised in the future by the French securities regulator (Autorité des Marchés
Financiers) and, generally, to carry out any transaction allowed under current legislation.
The shares may be purchased, sold, transferred or exchanged by any method, including through block trades or other transactions carried out on the regulated market or over-the counter. The authorised methods include the use of any derivative
financial instruments traded on the regulated market or over-the-counter and of option strategies, on the basis authorised
by the competent securities regulators, provided that the use of such instruments does not significantly increase the shares’
volatility. The shares may also be used for stock lending transactions in accordance with Articles L. 432-6 et seq. of the
French Monetary and Financial Code (Code monétaire et financier).
The maximum authorised purchase price is one hundred euros (€100) per share.
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Registration document 2009 / Casino Group
Ordinary resolutions
The use of this authorisation may not have the effect of
increasing the number of shares held in treasury to more
than 10% of the total number of shares outstanding. Based
on the number of shares outstanding on 28 February 2010,
less the 475,924 shares held in treasury at that date, and
assuming that the shares held in treasury are not cancelled
or sold, the maximum limit is 10,560,174 shares. The maximum amount that may be invested in the share buyback
programme is therefore €1,056.02 million. Where treasury
shares have been purchased under a liquidity contract, the
number of treasury shares taken into account to calculate
the 10% maximum limit referred to above corresponds to
the number of shares purchased less the number of shares
resold under the liquidity contract during the period of the
authorisation.
This authorisation is given for a period of eighteen months. It
cancels and supersedes the authorisation given in the fifth
resolution at the Annual General Meeting of 19 May 2009.
The Company may use this resolution and continue its share
buyback programme even in the event of a public offer for
the Company’s shares or other securities or a public offer
initiated by the Company.
The shareholders accordingly give full powers to the Board
of Directors to place any and all buy and sell orders, enter
into any and all contracts notably for the keeping of registers of share purchases and sales, make any and all filings
with the Autorité des Marchés Financiers, carry out all other
formalities, and generally do everything necessary. These
powers may be delegated by the Board.
Sixth resolution
Ratification of the appointment
of Pierre Giacometti as non-voting director
The shareholders ratify the Board’s appointment on 3 March
2010 of Pierre Giacometti’s appointment as non-voting
director for a term of three years expiring at the Annual
General Meeting to be held in 2013 to approve the financial
statements for the year ended 31 December 2012.
Seventh resolution
Fee allocated to the non-voting director
The shareholders authorise the Board of Directors to set the
fee payable to the non-voting director, which will be deducted from the total amount of annual directors’ fees allocated
to the Board members.
Eighth resolution
Appointment of Ernst & Young et Autres
as statutory auditor
The shareholders appoint Ernst & Young et Autres as statutory
auditor for a term of six years expiring at the Annual General
Meeting held in 2016 to approve the financial statements for
the year ended 31 December 2015.
Ninth resolution
Appointment of Deloitte & Associés
as statutory auditor
The shareholders appoint Deloitte & Associés as statutory
auditor for a term of six years expiring at the Annual General
Meeting held in 2016 to approve the financial statements for
the year ended 31 December 2015.
Tenth resolution
Appointment of Auditex as alternate statutory
auditor to Ernst & Young et Autres
The shareholders appoint Auditex as alternate statutory auditor to Ernst & Young et Autres for a term of six years expiring
at the Annual General Meeting held in 2016 to approve the
financial statements for the year ended 31 December 2015.
Eleventh resolution
Appointment of Beas as alternate statutory
auditor to Deloitte & Associés
The shareholders appoint Beas as alternate statutory auditor
to Deloitte & Associés for a term of six years expiring at the
Annual General Meeting held in 2016 to approve the financial
statements for the year ended 31 December 2015.
Registration document 2009 / Casino Group
Annual General Meeting
Extraordinary
resolutions
Twelfth resolution
Authorisation to be given to the Board of Directors
to issue shares and securities with rights to new
or existing shares of the Company or to debt
securities, without pre-emptive subscription rights
for existing shareholders, by way of placement
with the persons referred to in article L. 411-2 II of
the French Monetary and Financial Code
(Code monétaire et financier)
Having considered the reports of the Board of Directors
and the Statutory Auditors and in accordance with Articles
L. 225-129, L. 225-135 and L. 225-136 of the French Commercial Code (Code de commerce) , the shareholders authorise the Board of Directors and, by delegation, the Chief
Executive Officer or, with the latter’s agreement, one or several Chief Operating Officers, to issue, without pre-emptive
subscription rights for existing shareholders, shares or
securities carrying immediate or deferred rights to shares,
debt securities or existing shares of the Company or existing
shares of any company in which it directly or indirectly holds
more than 50% of the share capital. The authorisation may
be used on one or several occasions to carry out issues in
France or abroad, in euros or in foreign currency, by way of
placement with the persons referred to in Article L. 411-2 II
of the French Monetary and Financial Code (Code monétaire
et financier). The timing and amounts of such issues shall
be determined by the Board. The rights to shares may be
exercisable for new or existing shares or a combination of
both. The subscription price may be paid in cash or settled
by capitalising debt.
The shareholders resolve as follows:
• The securities carrying immediate or deferred rights to
shares, debt securities of the Company or existing shares
of a company in which the Company directly or indirectly
holds more than 50% of the share capital may consist of
debt securities or be attached to debt securities or permit
the issue of debt securities as intermediate securities.
They may take the form of dated or undated, subordinated
or unsubordinated notes, denominated in euros, in foreign
currency or in monetary units based on a basket of currencies.
• The shareholders waive their pre-emptive rights over the
shares and securities carrying immediate or deferred
rights to shares of the Company in favour of the persons
referred to in Article L. 411-2 II of the French Monetary and
Financial Code (Code monétaire et financier).
• In the case of an allotment of new shares to holders of
securities with rights to shares, this authorisation will
automatically entail the waiver by shareholders of their
pre-emptive right to subscribe for the shares to be issued
on exercise of the rights attached to the securities.
• The issues carried out pursuant to this authorisation shall
not result in the Company’s share capital being increased
by more than 10% per year. This limit shall be assessed at
the issue date excluding the par value of any shares to be
issued at a later date on exercise of all existing deferred
rights.
• The aggregate par value of securities issued pursuant to
this authorisation shall be included in the overall maximum limit for issues of debt securities or shares set in the
thirty-fourth resolution passed by extraordinary resolution
of the shareholders at the annual general meeting of 19
May 2009.
• The issue price of shares shall be set by the Board of Directors at an amount at least equal to the minimum required
by law on the date of issue, which is currently the weighted
average price of Casino shares on Euronext Paris for the
three trading days that precede the issue pricing date, with
a maximum discount of 5%.
• The issue price of securities carrying rights to shares, taking account of the amount of the share entitlement, shall
be set such that the sum received immediately by the
Company, plus any amounts that might subsequently be
received, shall, for each share issued on exercise of the
rights attached to the securities, be at least equal to the
issue price defined in the preceding paragraph.
• This authorisation is given for a period of fifteen months
from the date of this Meeting. It cancels and supersedes all
earlier shareholder authorisations for the same purpose.
The Board of Directors and, by delegation, the Chief Executive
Officer, shall have full powers, within the limits set by the
shareholders and in accordance with the law, to use this
authorisation and more specifically to:
• Decide on the issue or issues to be made.
• Set the terms and conditions, type and characteristics
(including the issue price which may be with or without a premium) of the shares or other securities to be issued and set
the dividend entitlement date, which may be retrospective.
• Determine the persons referred to in Article L. 411-2 II of
the French Monetary and Financial Code (Code monétaire
et financier) with whom the shares or securities will be
placed.
• Place on record the resulting capital increase or increases
and amend the by-laws accordingly.
• Deduct the issue expenses from the issue premium if any.
the Chief Executive Officer shall have all the powers set out
in the final two paragraphs of the twenty-ninth resolution
passed by extraordinary resolution of the shareholders at
the annual general meeting of 19 May 2009.
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Extraordinary resolutions
Thirteenth resolution
Authorisation to grant stock options exercisable
for existing shares to employees and officers
of the Company or related companies
Having considered the reports of the Board of Directors
and the Statutory Auditors, the shareholders authorise the
Board of Directors to grant stock options on shares bought
back by the Company pursuant to the law, to employees and
officers of the Company or the companies or intercompany
partnerships referred to in Article L. 225-180 of the French
Commercial Code (Code de commerce). This authorisation
may be used on one or several occasions. The directors of
the Company are not entitled to receive stock options.
The total number of shares to be issued on exercise of the options may not exceed 10% of the ordinary shares outstanding
on the grant date, taking into account options previously
granted but not yet exercised.
The option exercise price shall not be less than either the
average of the opening prices quoted for the Company’s
shares over the twenty trading days preceding the grant
date or the average price paid for the shares bought back by
the Company pursuant to Articles L. 225-208 and L. 225-209
of the French Commercial Code (Code de commerce). The life
of the options shall not exceed seven years.
In the event that the Company carries out any of the corporate actions provided for by law during the option exercise
period, the Board of Directors shall adjust the number of
shares to be purchased on exercise of the options and the
exercise price on the basis prescribed by the applicable
regulations.
The Board of Directors shall have full powers to:
• Draw up the list of grantees.
• Determine the number of options to be granted to each
grantee.
• Set, within the above limits, the option exercise price and
exercise period.
• Decide to impose a vesting period for the options and/or a
lock-up period for the shares acquired on exercise of the
options, not to exceed three years from the exercise date.
• Take all necessary decisions pursuant to this authorisation, delegate its authority to any other person and, generally, do everything necessary.
employees and officers of the Company or the companies
or intercompany partnerships referred to in Article L. 225-180
of the French Commercial Code (Code de commerce). This
authorisation may be used on one or several occasions.
The directors of the Company are not entitled to receive
stock options on new shares.
The total number of shares to be issued on exercise of the
options may not exceed 5% of the total number of shares
outstanding on the grant date, not including options previously granted but not yet exercised.
The option exercise price shall not be less than the average
of the opening prices quoted for the Company’s shares over
the twenty trading days preceding the grant date. The life of
the options shall not exceed seven years.
The shareholders resolve to waive their pre-emptive right
to subscribe for the new shares to be issued pursuant to
this authorisation, in favour of the option holders.
In the event that the Company carries out any of the corporate actions provided for by law during the option exercise
period, the Board of Directors shall adjust the number
of shares to be issued on exercise of the options and the
exercise price on the basis prescribed by the applicable
regulations.
The Board of Directors shall have full powers to:
• Draw up the list of grantees.
• Determine the number of options to be granted to each
grantee.
• Set, within the above limits, the option exercise price and
exercise period.
• Decide to impose a vesting period for the options and/or a
lock-up period for the shares acquired on exercise of the
options, not to exceed three years from the exercise date.
The Board of Directors shall also have full powers to:
• Temporarily suspend the right to exercise the options in
the case of any transaction involving the detachment of a
subscription right.
• Charge the share issue costs against the related premiums.
• Take all necessary decisions under this authorisation and
delegate the Board’s powers to any other person.
• Place on record the share issues resulting from the exercise
of the options, amend the by-laws accordingly, and generally
do everything necessary.
This authorisation is given for a period of thirty-eight months
from the date of this meeting. It cancels and supersedes all
earlier shareholder authorisations for the same purpose.
This authorisation is given for a period of thirty-eight months
from the date of this meeting. It cancels and supersedes all
earlier shareholder authorisations for the same purpose.
Fourteenth resolution
Fifteenth resolution
Authorisation to grant stock options exercisable
for new shares to employees or officers
of the Company or related companies
Authorisation given to the Board of Directors
to issue new shares or allot existing shares to
employees
Having considered the reports of the Board of Directors
and the Statutory Auditors, the shareholders authorise the
Board of Directors to grant stock options on new shares to
Having considered the reports of the Board of Directors
and the Statutory Auditors, and in accordance with Articles
L. 3332-18 et seq. of the French Labour Code (Code du travail)
Annual General Meeting
Registration document 2009 / Casino Group
and Article L. 225-138-1 of the French Commercial Code
(Code de commerce), the shareholders authorise the Board
of Directors, with the ability to subdelegate in accordance
with Articles L. 225-129-2 and L. 225-129-6 of the French
Commercial Code (Code de commerce), to issue shares on
one or several occasions at its sole discretion:
• In connection with an issue for cash of securities carrying
rights to shares, or
• At any time when the information given in the report of the
Board of Directors provided for by Article L. 225-102 of the
French Commercial Code (Code de commerce) indicates
that the aggregate number of shares held by employees of
the Company or related companies within the meaning of
Article L. 225-180 of the French Commercial Code (Code de
commerce) represents less than 3% of the issued capital.
The shares shall be offered exclusively to employees who
are members of an employee stock ownership plan set up by
Casino, Guichard-Perrachon and related companies, which
is governed by Article L. 233-16 of the French Commercial
Code (Code de commerce) and Article L. 3332-18 of the
French Labour Code (Code du travail).
The shareholders waive their pre-emptive right to subscribe
for the shares issued pursuant to this authorisation in favour
of eligible employees.
The total number of shares that may be issued pursuant to
this authorisation may not exceed 5% of the total number
of shares outstanding on the issue date. This amount is not
included in the ceiling set in the twenty-ninth resolution or
the blanket ceiling set in the thirty-fourth resolution passed
by the shareholders at the extraordinary general meeting of
19 May 2009.
The issue price shall be set in accordance with the provisions of Article L. 3332-19 of the French Labour Code (Code
du travail).
The Board of Directors is also authorised to make stock
grants or grants of other securities carrying rights to shares
for no consideration. The total benefit resulting from such
grants and, if applicable, the employer’s matching contribution and discount to the market price, may not exceed the
legal or regulatory limits.
The Board of Directors is authorised to sell shares bought
back by the Company in accordance with Articles L. 225-206
et seq. of the French Commercial Code (Code de commerce)
to employees who are members of an employee stock ownership plan set up by Casino, Guichard-Perrachon and
related companies within the meaning of Article L. 233-16
of the French Commercial Code (Code de commerce), which
is governed by the provisions of Articles L. 3332-18 et seq.
of the French Labour Code (Code du travail). Said sales may
be made on one or several occasions at the Board’s discretion, provided that the total number of shares sold does not
exceed 5% of the total number of Casino shares outstanding
on the sale date.
This authorisation is given for a period of twenty-six months
from the date of this Meeting. It cancels and supersedes all
earlier shareholder authorisations for the same purpose.
The share issue(s) shall be limited to the number of shares
subscribed by employees either directly or through a corporate
mutual fund.
The Board of Directors is authorised, in accordance with the
provisions of Article L. 225-135-1 of the French Commercial
Code (Code de commerce) , to issue a higher number of
shares than that originally set, at the same price agreed
for the original issue, within the limits of the ceiling set out
above.
The Board of Directors shall have full powers, with the right
of delegation provided for by law, to use this authorisation
and to carry out the share issue(s) within the above limits,
and to determine the timing, periods and terms of said issues
subject to compliance with the provisions of the law and the
by-laws. Specifically, the Board of Directors shall have full
powers to:
• Set the terms and conditions of the future share issue(s)
and decide whether said issue(s) will be made to eligible
employees directly or through a corporate mutual fund.
• Set the amount of the share issue, the subscription dates
and period, the method and period of payment of the subscription or purchase price, the conditions of eligibility to
be fulfilled by employees participating in the share issue or
sale in terms of minimum service period.
• At the Board’s discretion, after each share issue, charge
the share issuance costs against the related premium and
deduct from the premium the amounts necessary to raise
the legal reserve to one-tenth of the new capital.
• Place the issues on record and amend the by-laws to reflect
the new capital.
• Generally, take any and all measures and carry out any
and all formalities that are necessary for the issue, listing and servicing of the shares issued pursuant to this
authorisation.
Sixteenth resolution
Merger-absorption of Viver
Having considered the reports of the Board of Directors and
the appointed valuing accountants, and the draft private
merger agreement signed in Saint-Etienne on 15 March 2010
with Viver, a French société anonyme with share capital of
€40,000, registered office at 1, Esplanade de France, 42000
Saint-Étienne, registration number 387 754 807 R.C.S.
Saint-Étienne, the shareholders hereby:
• Approve all the provisions of the merger agreement and the
valuation of the assets to be transferred to the Company.
• Approve the Company’s merger-absorption of Viver, and
take due note of its approval by extraordinary resolution of
Viver shareholders on 27 April 2010.
• Duly note that the merger will take place on 30 April 2010
and that accordingly Viver will be wound up without liquidation on that date.
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Registration document 2009 / Casino Group
Extraordinary resolutions
• Approve the exchange ratio of 46 Casino ordinary shares
for one Viver share and the resulting capital increase.
In exchange for the transfer of Viver’s assets and liabilities,
Casino, Guichard-Perrrachon will issue 46 shares each with
a par value of €1.53, with a merger premium of €1,948.34.
The new shares will be allotted to the shareholders of Viver
other than Casino, Guichard-Perrachon, which may not hold
the shares to which it would have been entitled in respect of
its 2,499 Viver shares.
The merger premium will be recorded in a special reserve
account in the balance sheet of Casino, Guichard-Perrachon
and may be allocated as deemed appropriate by ordinary
resolution of the shareholders.
Seventeenth resolution
Due record of the capital increase resulting
from the merger-absorption and amendment
of Article 6 of the by-laws
Pursuant to approval of the sixteenth resolution the shareholders duly note that the share capital will be increased by
the sum of €70.38 via the issuance of 46 new shares each
with a par value of €1.53 and accordingly resolve to amend
article 6 of the by-laws as follows:
Article 6 – Contributions in kind – share capital
The following is added to paragraph I:
[…] “By private agreement dated 15 March 2010 and as approved by extraordinary resolution of the shareholders on 29
April 2010, Viver transferred its entire assets and liabilities
to the Company on 30 April 2010, in exchange for 46 Casino
shares with a par value of €1.53, issued at a total premium
of €1,948.34.”
Paragraph II is amended as follows:
“II. The share capital is €168,852,380.49 divided into
110,361,033 fully paid shares, each with a par value of €1.53. ”
Eighteenth resolution
Revision of the by-laws to reflect recent laws
and regulations
Having considered the report of the Board of Directors, the
shareholders resolve to revise the by-laws to reflect recent
laws and regulations and, accordingly, amend the wording of
article 25-IV (attending annual general meetings by electronic
communication media) and article 28-III.4 (revision to article
L 225-114 of the French Commercial Code) as follows:
Article 25 — Participation in General Meetings
[…]
IV. If permitted by the Board of Directors, the shareholders
may take part in general meetings and vote by videoconference or any other telecommunication or electronic media,
including the Internet, which permits their identification on
the terms and conditions of the law and as set out by the
Board of Directors.
On the decision of the Board of Directors, shareholders may
use electronic voting or proxy forms on the terms and conditions of the law in force for the time being. The forms may be
completed and signed directly on the Internet site provided
by the centralising agent responsible for organising the general meeting. The form may be signed digitally by any means
that complies with the provisions of the first sentence of
the second indent of Article 1316-4 of the French Civil Code
(Code civil)) or any other future provision of the law that might
replace it, such as the use of an ID code and a password. The
electronic vote or proxy form and the acknowledgement of
receipt will be considered as irrevocable written documents
binding on everyone, except in the event of the sale of shares
notified on the terms and conditions set out in the second
indent of Article R 225-85 IV of the French Commercial Code
(Code de commerce)) or any other future provision of the law
that might replace it.
Article 28 – Officers – Attendance sheet – Voting –
Mail voting – Minutes of Board meetings
[…]
III. […] The double voting rights conferred on fully paid
registered shares shall cease automatically upon conversion of the shares to bearer shares or upon transfer of the
shares, save for registered to registered transfers that
meet the conditions provided for in article L. 225-124 of the
French Commercial Code […]
The remainder of the article remains unchanged.
Nineteenth resolution
Powers for formalities
The shareholders grant full powers to the bearers of an
original, excerpt or copy of the minutes of this meeting for
the purpose of any filing, publication or other formalities
required by law.
Registration document 2009 / Casino Group
Additional
information
240. General information about the Company
245. History of the Company and the Group
248. The market for Casino securities
250. Casino’s store base
252. Person responsible for the Registration Document
and annual financial report
254. Table of correspondence - registration document
256. Table of correspondence - annual financial report
Additional information
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Additional information
Registration document 2009 / Casino Group
General information
about the company
Name and registered office
Financial year
Casino, Guichard-Perrachon
1, Esplanade de France – 42000 Saint-Étienne, France
Phone: +33 (0)4 77 45 31 31
The Company’s financial year runs from 1 January
to 31 December.
Legal form
Société anonyme
e governed by Book II of the French Commercial
Code (Code de commerce).
Governing law
The laws of France.
Date of incorporation and expiry
The Company was incorporated on 3 August 1898 following
signature of the by-laws on 1 July 1898. Its term, which was
extended by extraordinary resolution of the shareholders at
the General Meeting of 31 October 1941, will expire on 31 July
2040 unless the Company is wound up before this date or its
term is further extended.
Trade and companies register
The Company is registered in Saint-Étienne under
no. 554 501 171 RCS.
APE (business identifier) code: 6420 Z.
Access to legal documents
The by-laws, minutes of General Meetings, Statutory Auditors’ reports and other legal documents are available for
consultation at the Company’s registered office.
Corporate purpose
(Article 3 of the by-laws)
The corporate purpose of the Company is:
• To create and operate, either directly or indirectly, any and
all types of stores for the retail sale of any and all goods
and products, including but not limited to comestibles.
• To provide any and all services to the customers of such
stores and to produce any and all goods and merchandise
used in the operation thereof.
• To sell wholesale any and all goods and merchandise for its
own account or for the account of third parties, notably on
a commission basis, and to provide any and all services to
such third parties.
• Generally, to conduct any and all commercial, industrial,
real estate, securities or financial transactions related
to or which may facilitate the fulfilment of the foregoing
purposes.
quire, use under licence or grant licences to use any and all
trademarks, designs, models, patents and manufacturing
processes related to the foregoing objects.
It may acquire any and all holdings and other interests in
any French or foreign company or business regardless of its
purpose.
It may operate in all countries, directly or indirectly, either
alone or with any and all other persons or companies within
a partnership, joint venture, consortium or other corporate
entity, and carry out any and all transactions which fall
within the scope of its corporate purpose.
Additional information
Registration document 2009 / Casino Group
PROVISIONS OF THE BY-LAWS CONCERNING
THE BOARD OF DIRECTORS AND SENIOR
MANAGEMENT – BOARD OF DIRECTORS CHARTER
Board of Directors
Membership of the Board of Directors
(Article 14 of the by-laws)
The Company is administered by a Board of Directors. It has
at least three and no more than eighteen members, elected
by the shareholders in General Meeting, except as required
under the provisions of the law in the case of a merger
with another company with the same legal form (société
anonyme).
Directors’ qualifying shares (Article 14 of the by-laws)
Each director must hold at least 100 registered shares.
Term of office – Age limit – Replacement
(extracts from Article 16 of the by-laws)
I - Other than as specified in paragraphs II and III (last two
paragraphs) of this article, directors are elected for a threeyear term ending at the close of the Annual General Meeting
called in the year when their term expires.
Directors may be re-elected.
II - The age limit for holding office as director or as permanent
representative of a corporate director is seventy (70). A director or permanent representative who reaches the age of
70 while in office is required to stand down at the end of his
or her current term.
The age limit does not apply to directors who were previously
members of the Company’s Management Board.
Notwithstanding the foregoing, a person over the age limit
may be elected or re-elected for a single three-year term.
In any event, the number of directors or permanent representatives of corporate directors over the age of seventy (70)
may not exceed one quarter of the total number of directors in
office. Should this proportion be exceeded, the oldest director
or permanent representative shall stand down at the Annual
General Meeting held to approve the financial statements for
the year in which the proportion was exceeded.
III - Directors are elected or re-elected by the shareholders
in General Meeting.
If one or more seats on the Board fall vacant between two
General Meetings due to the death or resignation of directors,
the Board of Directors may appoint replacement directors.
Any such appointments must be ratified by shareholders at
the next General Meeting.
If any such appointment is not ratified by the shareholders,
the actions carried out by the director concerned and the
decisions made by the Board during his or her appointment
remain valid.
If the number of directors falls to below three, the remaining
directors (or, failing that, a representative appointed by the
Presiding Magistrate of the Commercial Court at the request
of any interested party) shall immediately call a General
Meeting of shareholders to elect one or more new directors
so that the total number of directors is at least equal to the
number required by law.
A director appointed to replace an outgoing director stays in
office for the remainder of the term of his or her predecessor.
Any decision to increase the number of directors sitting on
the Board may only be made by the shareholders in General
Meeting. The related resolution shall also fix the new director’s
term of office.
Organisation, Board meetings and decisions
of the Board
Chairman – Officers of the Board
(extracts from Articles 17 and 20 of the by-laws)
The Board of Directors elects one of its members (other than
a corporate director) to act as Chairman. The Chairman’s
functions are defined by law and the Company’s by-laws.
The Chairman of the Board of Directors organises and leads
the Board’s work and reports thereon to the Company’s
shareholders. He is responsible for ensuring that the Company’s corporate governance structures function correctly
and, more particularly, that the directors are capable of
fulfilling their duties.
The Chairman may be appointed for his entire term as
director. He may be replaced at any time by decision of the
Board and may resign the chairmanship before the end of
his term as director. The Chairman may be re-elected to
this position. The age limit for holding office as Chairman is
70. If the Chairman reaches the age of 70 during his term as
director, he may continue to chair the Board until the end of
his term.
In case of the Chairman’s temporary unavailability or death,
the Board of Directors may appoint another Director as
acting Chairman. In the case of temporary unavailability, the
acting Chairman is appointed for a fixed period, which may
be renewed. In the case of death, the acting Chairman is
appointed until such time as a new Chairman is elected.
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Additional information
Registration document 2009 / Casino Group
General information
about the company
Non-voting directors
(extract from Article 23 of the by-laws)
The shareholders may appoint non-voting directors, who
may be natural persons or legal entities, from among the
shareholders. The Board of Directors may appoint nonvoting directors between two General Meetings, subject
to shareholder ratification of the appointment at the next
General Meeting. The number of non-voting directors may
not exceed five.
Non-voting directors are elected for a three-year term ending
at the close of the Annual General Meeting called in the
year when their term expires. They may be re-elected for an
unlimited number of successive terms and may be removed
from office at any time by ordinary resolution of the shareholders in General Meeting.
Non-voting directors attend Board meetings in a consultative
capacity only.
They may receive attendance fees, the total aggregate
amount of which is fixed by ordinary resolution of the shareholders and remains unchanged until a further decision of the
shareholders. The total fee is allocated among the non-voting
directors at the discretion of the Board of Directors.
Meetings of the Board of Directors
(extract from Article 18 of the by-laws)
The Board of Directors meets as often as it deems necessary
in the interests of the Company, at the location specified in
the notice of meeting. Meetings are called by the Chairman
or in the Chairman’s name by any person designated by
him. If the Board has not met for a period of over two months,
a group of at least one third of the Directors may ask the
Chairman to call a meeting to discuss a particular agenda,
as may the Chief Executive Officer.
The Board of Directors may validly conduct business when at
least half of the directors are present.
Decisions are made by majority vote of those directors
present in person or represented by proxy. In the event of a
split ballot, the Chairman of the meeting shall have the casting vote. However, if the Board has less than five members,
decisions may be made by favourable vote of two directors
present at the meeting.
Powers of the Board of Directors
(extract from Article 19 of the by-laws)
The Board of Directors is responsible for defining the Company’s broad strategic objectives and for their implementation.
Except for those powers expressly vested in the shareholders
in General Meeting, the Board of Directors considers and
decides on all matters related to the Company’s operations,
subject to compliance with the corporate purpose. The Board
of Directors performs all controls and verifications that it
considers necessary or appropriate.
The Board of Directors may also decide to combine or to
separate the positions of Chairman of the Board and Chief
Executive Officer. Any such decision does not require any
amendment of the by-laws.
The Board of Directors may set up Committees of the Board
to assist it, in which case the Committees’ membership and
terms of reference are decided by the Board. These Committees issue proposals, recommendations and opinions on the
matters falling within their terms of reference.
In accordance with the law, the Board of Directors approves
related party agreements, other than those entered into in
the normal course of business on arm’s length terms, governed by Article L. 225-38 of the French Commercial Code
(Code de commerce). In accordance with Article L. 225-35 of
the French Commercial Code, the Board’s prior authorisation
is required for any and all guarantees, bonds and endorsements issued in the Company’s name. However, the Board
may delegate this authority to the Chief Executive Officer. In
this case, the Board of Directors will set an aggregate annual ceiling on the Chief Executive Officer’s authority and,
if appropriate, a ceiling per commitment.
The Board may issue delegations of authority, grant authorisations or delegate certain functions for one or several
transactions or categories of transaction to any director or
other person, except where this is prohibited by law.
The Board of Directors has included in its Charter certain
mechanisms to restrict the powers of the Chief Executive
Officer (see “Corporate Governance”).
Management structure
Combination of the functions of Chairman of the Board of
Directors and Chief Executive Officer (extract from Article 21
of the by-laws).
Management
The by-laws allow for the functions of Chairman of the Board
of Directors and Chief Executive Officer to be separated or
combined. The Company has chosen the latter option.
The Chief Executive Officer’s term of office is set by the Board
of Directors at its discretion, but may not exceed three years.
The term may be renewed.
The Chief Executive Officer has full powers to act in all circumstances in the name of the Company, within the scope of
the corporate purpose and except for those powers which are
specifically vested in the shareholders in General Meeting or
in the Board of Directors under the law. However, the Board
of Directors may adopt an internal rule restricting the Chief
Executive Officer’s powers (see “Corporate Governance” for
a description of the restrictions decided by the Board). The
Chief Executive Officer represents the Company in its dealings
with third parties.
Additional information
Registration document 2009 / Casino Group
The age limit for holding office as Chief Executive Officer is
70. If the Chief Executive Officer reaches the age of 70 while
in office, he is required to stand down at the end of his current term.
The Chief Executive Officer may be removed from office at
any time by the Board of Directors. If he is removed from office without due cause, he may be entitled to compensation
unless he is also the Chairman of the Board of Directors.
Chief Operating Officers
At the proposal of the Chief Executive Officer, the Board of
Directors may appoint up to five Chief Operating Officers to
assist the Chief Executive Officer in his duties.
Chief Operating Officers are appointed for a maximum
three-year term and their appointment may be renewed.
They have the same powers as the Chief Executive Officer in
dealings with third parties.
The age limit for holding office as Chief Operating Officer is 70.
If a Chief Operating Officer reaches the age of 70 while in office,
he is required to stand down at the end of his current term.
Chief Operating Officers may be removed from office at any
time by the Board of Directors, at the proposal of the Chief
Executive Officer. The Chairman, if he is also Chief Executive
Officer, the Chief Executive Officer and the Chief Operating
Officers may delegate their powers to carry out one or several
specific transactions or categories of transaction.
Board of Directors’ Charter
The Board of Directors has adopted a Charter describing its
rules of procedure, which add to the related provisions of the
law and the Company’s by-laws.
The Charter describes the Board’s organisation and procedures, the powers and duties of the Board and the Committees of the Board, and the procedures for overseeing
and assessing its work (see “Corporate Governance” for a
description of the Committees of the Board, the restrictions
on the Chief Executive Officer’s powers and the procedures
for overseeing and assessing the Board’s work).
The Charter was last updated on 27 August 2008 to incorporate the provisions of the law of 3 July 2008 relating to the
Chairman’s report and reference to a corporate governance
code.
APPROPRIATION OF NET PROFIT
(Article 34 of the by-laws)
The income statement summarises all revenues and expenses for the year. The difference between revenues and
expenses, less any depreciation, amortisation and provision
charges, constitutes the net profit or loss for the year.
After deducting any prior year losses, net profit is first used
to make any transfers to reserves required by law, and more
particularly to the legal reserve.
The balance, plus any retained earnings brought forward
from prior years, constitutes the sum available for distribution. It is first used to pay an initial dividend on shares, in an
amount equal to five percent (5%) of the paid-up portion of
their par value. If, in a given year, there is insufficient profit
available to pay the initial dividend in full earnings available
from the upcoming year may not be used to make up the
difference.
Any surplus, plus any retained earnings brought forward
from prior years, are then available for distribution to all
shareholders.
However, on recommendation of the Board of Directors,
shareholders may resolve to transfer the surplus to any
ordinary or extraordinary discretionary reserves that may or
may not be allocated for a particular purpose.
On recommendation of the Board of Directors, sums transferred to reserves may subsequently be distributed or incorporated in the share capital by resolution of the shareholders.
ANNUAL GENERAL MEETINGS
Notice of meeting, participation
(Articles 25 and 27 of the by-laws)
Annual General Meetings are called under the conditions
required by law.
For shareholders to be entitled to participate in General
Meetings, their shares must be recorded in the shareholder’s
name or in the name of an accredited intermediary in the case
of non-resident shareholders, no later than midnight CET
time on the third business day preceding the meeting date,
either in the share register kept by the Company or its registrar
(registered shares), or in the securities account kept by the
shareholder’s bank or broker (bearer shares).
For holders of bearer shares, ownership of shares is evidenced by a certificate (attestation de participation)) issued
by their bank or broker, which may be sent to the Company by
e-mail or attached to the postal voting form/form of proxy or
the request for an admission card issued in the shareholder’s
name or in that of the accredited intermediary representing
the shareholder. A certificate shall also be issued to shareholders wishing to participate in General Meetings in person
who have not received their admission card by midnight CET
on the third business day preceding the meeting date.
Meetings are held in the town where the Company’s registered
office is located or any other venue in France as specified in
the notice of meeting.
All shareholders are entitled to attend and vote at Annual
General Meetings, regardless of the number of shares held.
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Additional information
Registration document 2009 / Casino Group
General information
about the company
Voting rights (double voting rights)
(Article 28-III of the by-laws)
All shareholders entitled to attend meetings have one vote
for each share held, without limitation, save as otherwise
provided for by law.
However, as allowed by law, double voting rights are attached
to all fully-paid registered shares which have been registered in the name of the same shareholder for at least four
years and to any bonus shares issued upon capitalisation
of reserves, retained earnings or additional paid-in capital
in respect of shares entitled to double voting rights.
The double voting rights are cancelled ipso jure if the shares
are converted to bearer shares or transferred to another
shareholder, save as provided for in Article L. 225-124 of the
French Commercial Code (Code de commerce)) in the case of
inheritance, division of estate between divorcing spouses
or gifts inter vivos to a spouse or other person of an eligible
degree of relationship.
Votes cast or proxies given by an intermediary that either
has not disclosed its status as nominee shareholder acting
on behalf of non-resident shareholders or has not disclosed
the identity of those non-resident shareholders, as required
by the applicable regulations, are not taken into account.
The provisions of the by-laws concerning double voting rights
were originally adopted by shareholders at the Extraordinary
General Meeting of 30 November 1934 and were amended at
the Extraordinary General Meeting of 21 May 1987, when the
qualifying period was raised from 2 to 4 years.
IDENTIFIABLE HOLDERS OF BEARER SHARES
(Article 11-I of the by-laws)
In accordance with the applicable regulations, the Company
may request at any time from the organisation responsible
for clearing transactions in its shares, information about the
identity of the holders of its bearer shares and any securities
carrying rights to its shares, including each such shareholder’s name (or corporate name), nationality and address, the
number of shares and securities with rights to shares held,
and any restrictions attached to the securities.
Based on the information obtained under this procedure,
if the Company believes that any shares or securities with
rights to shares may be held by nominees, it may contact
any shareholders whose names appear on the list, either
directly or through the clearing organisation, to request
information allowing the Company to identify the ultimate
shareholders. In the event of failure to disclose the identity
of shareholders, the votes cast or proxies given by the intermediary on record as acting as nominee shareholder will not
be taken into account.
The Company may ask any legal entity that holds over 2.5%
of its share capital or voting rights to disclose the identity
of the persons holding, directly or indirectly, more than one
third of the legal entity’s share capital or voting rights.
In the case of failure by a shareholder or intermediary to
disclose the requested information, the shares or securities
with rights to shares held or represented by the shareholder
or intermediary may be stripped of voting and dividend
rights, temporarily or permanently, in accordance with the
law.
Disclosure thresholds
(Article 11-II of the by-laws)
Any person or legal entity, including any accredited intermediary in the case of non-resident shareholders, acting either
alone or in concert with other persons or legal entities,
that comes to hold or ceases to hold, by whatever means,
a number of shares representing 1% of the voting rights or
capital or any multiple thereof, must inform the Company,
by registered letter with acknowledgement of receipt, of the
number of shares and voting rights held, within five trading
days of the relevant disclosure threshold being crossed.
Shareholders that have crossed a disclosure threshold are
also required to inform the Company of the number of securities held that carry a deferred right to shares, and of the
number of voting rights attached to said securities.
These disclosure requirements no longer apply when over
50% of the voting rights are held, individually or in concert.
Failure to comply with these requirements will result in the
undisclosed shares being stripped of voting rights at General Meetings at the request of one or more shareholders
separately or together owning at least 5% of the share capital or voting rights. Similarly, any voting rights which have
not been duly and properly disclosed may not be exercised.
Disqualification will apply to all General Meetings held during a period of two years commencing on the date on which
the omission is remedied.
Registration document 2009 / Casino Group
Additional information
History of the Company
and the Group
1898
• Company founded by Geoffroy Guichard and first store opened.
1901
• Launch of the first private-label Casino-brand products.
1914
• Casino manages 460 stores and 195 concessions.
1929
• Casino manages 20 plants, 9 warehouses, 998 stores and 505 concessions.
1939
• On the eve of the Second World War, Casino manages 1,670 stores and 839 concessions.
1948
• First self-service store opened in Saint-Étienne.
1960
• First supermarket opened in Grenoble.
1967
• First cafeteria opened in Saint-Étienne.
1970
• First hypermarket opened in Marseille. Casino acquires L'Epargne, a retailer operating
in southwestern France.
1971
• The Group manages 2,575 outlets.
1976
• Casino enters the US market by launching a chain of cafeterias.
1980
• Casino manages 2,022 convenience stores, 76 supermarkets, 16 hypermarkets, 251 affiliates,
54 cafeterias and 6 plants.
1984
• In the USA, the Group acquires the Smart & Final cash & carry chain (90 outlets).
1985
• Casino acquires Cedis, a retailer operating in eastern France with annual sales of €1.14 billion.
1990
• The Group acquires La Ruche Méridionale, a retailer operating in the south of France with annual
sales of €1.2 billion.
• In the USA, the Group acquires the food wholesaler Port Stockton Food Distributors.
• The hypermarket and supermarket service station business is sold to Shell and Agip.
1991
• The retail business is spun off into a subsidiary.
1992
• Casino acquires Rallye's retailing business.
1994
e (joint-stock corporation) with a Management
• The Company is converted into a société anonyme
Board and Supervisory Board.
1995
• The Group signs a partnership agreement with Corsica-based Corse Distribution, leading to the
acquisition of 50% interests in Codim 2 and Médis.
• A partnership agreement is signed with Coopérateurs de Normandie-Picardie.
• A joint venture is set up with Dairy Farm International to develop hypermarkets in Taiwan.
1996
• Spar France is set up.
• The Group buys back from Agip the service stations located on the sites of Casino hypermarkets
and supermarkets.
• The first hypermarket is opened in Poland.
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Additional information
Registration document 2009 / Casino Group
History of the Company
and the Group
• Casino acquires the entire capital of Médis.
• Casino and Shell launch the Club Avantages loyalty card.
1997
• Casino acquires the Franprix and Leader Price networks (€1.9 billion in sales) and a food wholesaler,
Mariault (€152 million in sales).
• Casino takes a 21.4% stake in the capital of Monoprix/Prisunic.
• Casino acquires a 75% stake in Argentine company Libertad.
1998
• The Centre Auto business is sold to Feu Vert in exchange for 38% of Feu Vert’s capital.
• Casino takes a 50% stake in Uruguay’s Disco Group.
• The first hypermarket is opened in Taiwan.
• Casino takes a 66% stake in Thailand’s Big C Group.
• A total of 75 convenience stores are acquired from Guyenne & Gascogne in southwestern France.
1999
• The Opéra central purchasing agency is set up with Cora.
• The first Imagica one-hour digital film-processing store is opened.
• Casino takes a 25% stake in Exito (Colombia) and CBD (Brazil).
• Casino acquires a 50% stake in the capital of Cdiscount.
• The joint venture with Dairy Farm International in Taiwan is wound up and Casino signs an agreement
with the Far Eastern Group for the creation of Far Eastern Géant in Taiwan.
• The first Leader Price store opens in Poland.
2000
• The Group acquires 475 convenience stores from Auchan.
• Casino takes part in the creation of WorldWide Retail Exchange (WWRE), a new B2B electronic marketplace.
• The Group raises its stake in Monoprix to 49.3%, alongside Galeries Lafayette which also holds 49.3%.
• Casino strengthens its presence in Latin America — in Uruguay, Disco acquires control of Devoto (21 outlets),
and in Venezuela Casino takes a 50.01% stake in Cativen (48 supermarkets and 2 hypermarkets).
• Casino joins forces with Cofinoga to set up Banque du Groupe Casino.
2001
• A Géant hypermarket is opened in Bahrain (Persian Gulf) under an affiliation agreement with the Sana Group.
• An agreement is signed with the Bourbon Group providing for the acquisition by Casino of a 33.34%
interest in Vindémia, a retail chain operating in Reunion, Madagascar, Mayotte, Mauritius and Vietnam.
• Cora terminates the agreement concerning the Opéra joint central purchasing agency.
• Casino Cafétéria enters the foodservice market.
• Casino and Galeries Lafayette launch a new-generation loyalty programme, S’Miles, which combines
the Points Ciel (Galeries Lafayette) and Club Avantages (Casino/Shell) loyalty programmes.
2002
• The first two Leader Price stores are opened in Thailand.
• Casino buys back from Shell the service stations located on the sites of Casino hypermarkets and supermarkets.
• Casino acquires 38% of Dutch retailer Laurus.
• A new central purchasing agency, EMC Distribution, is set up.
• Casino joins forces with Auchan to create International Retail and Trade Services (IRTS), offering
services to multinational suppliers and/or SMEs.
2003
• Casino and Galeries Lafayette agree to continue their partnership in Monoprix for at least three years,
and make a joint public buyout offer for Monoprix shares to be followed by a squeeze out.
• Smart & Final Inc. sells its foodservice businesses in Florida and California.
• The Company changes its legal form to a société anonyme
e with a Board of Directors.
2004
• The Casino Group and CNP Assurances announce a strategic agreement for the development
and promotion of insurance products for customers of the Group’s stores in France.
• The Casino Group raises its holding in Franprix Holding to 95% and in Leader Price Holding to 75%.
Registration document 2009 / Casino Group
Additional information
• Casino acquires joint control of the CBD Group, with 68.8% of the capital of the group’s holding company.
• Casino becomes the majority shareholder of Vindémia, with 70% of the capital.
2005
• The Group’s shopping centre properties in France are spun off into a subsidiary, Mercialys, which is floated
on the stock exchange.
• The Group sells 13 warehouse properties to Mines de la Lucette.
• The equity swap between Deutsche Bank and Casino is unwound and the GMB/Cora shares are sold.
• Exito acquires control of Carulla Vivero, a listed company ranked no. 2 in the Colombian retailing market.
2006
• Casino sells its remaining 38% stake in Feu Vert.
• The Group joins forces with dunnhumby to create dunnhumby France.
• Casino sells its Polish operations.
• International Retail and Trade Services (IRTS), set up in partnership with Auchan, is wound up.
• Casino sells its 55% interest in Smart & Final (USA) to investment fund Apollo.
• Casino becomes the majority shareholder of Exito after exercising its right of first refusal over the shares
sold by the Toro family.
2007
• Casino enters into an agreement with property investment fund Whitehall to develop shopping centres
in Poland and other Eastern Europe countries.
• Casino owns 66.8% of Cdiscount after various share purchases and subscribing to a new share issue.
• Casino owns 100% of Vindémia (Indian Ocean), following Bourbon’s exercise of its put option.
• Casino sells 225 convenience store and supermarket properties in France, as well as store and warehouse
properties in Reunion, to two property mutual funds (OPCI).
• Casino raises its stake in Super de Boer to 57%.
• Telemarket.fr signs an agreement with the Casino Group to source its supplies from the Group’s central
purchasing agency.
• Casino reduces its interest in Mercialys from 61.48% to 59.76% to comply with “SIIC 4” regulations.
• The Casino Carbon Index is the first complete environmental labelling system.
2008
• Emily 2, a new employee share ownership plan, is set up.
• The Group continues to pursue its policy of capturing the value of its assets by selling 42 superette,
Casino supermarket and Franprix-Leader Price store properties to two property partners, including AEW
Immocomercial, a property mutual fund (OPCI).
• Casino and Galeries Lafayette sign an amendment to their March 2003 strategic agreement which
suspends the exercise of their respective put and call options on Monoprix shares for three years.
Philippe Houzé is reappointed Chairman of the Board of Monoprix until March 2012.
• All preferred non-voting shares are converted into ordinary shares.
• Groupe Casino signs the United Nations Global Compact, strengthening its commitment to promoting and
adopting sustainable and socially responsible policies. It has set up an action plan in the areas of human
rights, labour, the environment and anti-corruption.
• Casino sells the assets and liabilities of its 57%-owned subsidiary Super de Boer to Jumbo.
• Casino creates GreenYellow, a subsidiary that develops photovoltaic (PV) systems on shopping centre
store and car park roofs.
2009
• Casino acquires the Baud family minority interests in Franprix and Leader Price.
• Casino signs a distribution agreement with France’s Sherpa network of convenience stores, under which
Sherpa will source its supplies from Casino’s central purchasing agency.
• Casino creates a single division combining Géant Casino hypermarkets and Casino Supermarkets, as well
as a single food and non-food purchasing department.
• GPA signs an agreement to create a joint venture between its subsidiary Globex Utilidades SA and
Casas Bahia Comercial Ltda, Brazil’s leading non-food retailer, thereby strengthening its top position
in the Brazilian retail market.
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Additional information
Registration document 2009 / Casino Group
The market
for Casino securities
List of quoted Casino securities in 2009
Since 15 June 2009, Casino’s only quoted securities are ordinary shares (ISIN code FR0000125585). They are listed on Euronext
Paris and are eligible for the Deferred Settlement System (SRD).
Following their mandatory conversion into ordinary shares on 15 June 2009, the preferred non-voting shares (ISIN code
RFR 0000121139) were transferred to the delisted securities compartment of Euronext Paris (CVRMR) where they remained
tradable for six months until 15 December 2009.
From 1 January each year to the dividend payment date, ordinary shares issued on exercise of stock options or warrants are
also traded on Euronext Paris.
The Company has also carried out several bond issues, which are quoted on the Paris and Luxembourg stock exchanges.
Trading volumes and prices over the past 18 months (source: Euronext Paris)
Ordinary shares
High and low prices (€)
2008
2009
2010
Trading volume
Trading volume
(€ millions)
744
High
Low
(thousands
of shares)
September
67.94
58.65
11,909
October
66.41
45.73
17,705
950
November
57.83
43.67
9,950
510
December
54.39
43.26
8,212
392
January
55.16
48.21
6,871
352
February
54.35
47.66
4,930
249
March
50.45
47.72
8,256
405
April
May
June
July
August
September
October
November
December
50.44
52.16
52.12
48.59
54.68
57.84
57.00
59.05
62.90
44.17
43.07
47.26
44.68
48.14
51.45
52.39
54.04
57.04
10,105
10,553
9,811
8,072
7,274
7,484
6,774
4,677
4,222
476
538
492
380
369
403
371
265
252
January
February
64.50
60.38
58.60
57.06
5,742
3,954
350
232
Additional information
Registration document 2009 / Casino Group
Preferred non-voting shares
High and low prices (€)
2008
2009
Trading volume
Trading volume
(thousands
of shares)
(€ millions)
High
Low
September
50.24
39.00
692
October
44.11
31.69
1,199
43
November
39.85
32.35
356
12
December
37.80
31.12
448
15
January
39.99
33.00
364
13
February
40.23
35.80
658
25
March
43.75
38.30
1,076
April
May
June*
July*
August*
September*
October*
November*
December*
43.81
44.45
44.50
45.90
45.18
46.03
49.78
49.78
49.50
38.59
36.87
40.58
38.45
39.20
39.20
46.00
45.00
48.00
448
382
159
8
2
1
2
5
2
* The preferred non-voting shares were transferred to the delisted compartment on 15 June 2009, where they remained tradable
until 15 December 2009.
30
45
18
17
7
0.3
0.08
0.06
0.09
0.3
0.09
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Additional information
Registration document 2009 / Casino Group
Casino’s
store base
FRANCE
Casino’s store base
Number of stores at 31 December
2007
Géant Casino hypermarkets
2008
2009
Retail Space (in thousands of sq.m)
2007
2009
2008
129
131
122
970
988
903
of which French Affiliates
of which International Affiliates
6
11
6
14
5
5
–
–
–
–
–
–
Casino Supermarkets
of which French Affiliates
of which International Affiliates
379
71
17
401
67
22
390
53
21
583
–
–
628
–
–
619
–
–
Franprix Supermarkets
of which Franchise outlets
652
289
702
281
789
472
298
–
315
–
352
–
Monoprix Supermarkets
of which Franchise outlets/Affiliates
of which Naturalia
330
53
–
377
47
39
463
117
41
567
–
–
559
–
–
639
–
–
Leader Price discount stores
of which Franchise outlets
489
221
530
216
559
266
447
–
483
–
509
–
Total Supermarkets + Discount Outlets
of which Franchise outlets
1,850
651
2,010
633
2,201
929
1,894
–
1,985
–
2,118
–
Petit Casino Superettes
of which Franchise outlets
1,947
25
1,903
26
1,816
28
264
–
265
–
257
–
Spar Superettes
of which Franchise outlets
893
716
915
735
896
739
233
–
240
–
236
–
Vival Superettes
of which Franchise outlets
1,620
1,620
1,677
1,677
1,753
1,753
154
–
160
–
166
–
Other
of which Franchise outlets
36
13
30
6
4
2
7
–
6
–
1
–
1,133
5
1,128
1,126
–
1,126
1,257
–
1,257
75
–
–
73
–
–
92
–
–
411
441
1,025
32
34
75
6,040
3,918
6,092
4,011
6,751
4,805
765
–
778
–
827
–
Other Affiliate stores
of which French Affiliates
of which International Affiliates
100
98
2
99
98
1
13
13
–
33
–
–
34
–
–
4
–
–
Other businesses
Casino Restauration
278
257
269
269
277
277
NA
–
NA
–
NA
–
8,397
8,601
9,364
3,664
3,785
3,852
Other Franchised stores
Ex-SM Casino
Corners, Relay, Shell, Elf, Carmag, Sherpa, Autres
Wholesale outlets
Total Convenience Stores
of which Franchise/Wholesale outlets
TOTAL FRANCE
Additional information
Registration document 2009 / Casino Group
INTERNATIONAL
Casino’s store base
Number of stores at 31 December
2007
2009
2008
Retail Space (in thousands of sq.m)
2007
2009
2008
ARGENTINA
62
65
49
149
164
149
Libertad hypermarkets
Leader Price discount stores
Other businesses
13
25
24
15
26
24
15
26
8
–
–
–
–
–
–
URUGUAY
52
52
53
69
70
74
Géant hypermarkets
Disco supermarkets
Devoto supermarkets
1
27
24
1
27
24
1
28
24
–
–
–
–
–
–
–
–
–
VENEZUELA
62
60
41
87
85
78
Exito hypermarkets
Cada supermarkets
Q’Precios discount stores
6
38
18
6
36
18
6
35
–
–
–
–
–
–
–
–
–
–
BRAZIL
575
597
1,080
1,337
1,359
1,745
Extra hypermarkets
Pão de Açucar supermarkets
Sendas supermarkets
Extra Perto supermarkets
CompreBem supermarkets
Assai discount stores
Extra Facil superettes
Other (Eletro, Ponto Frio)
Of which Ponto frio
91
153
62
15
178
15
19
42
–
102
145
73
5
165
28
32
47
–
103
145
68
13
157
40
52
502
455
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
THAILAND
58
79
78
514
590
595
Big C hypermarkets
Leader Price discount stores
54
4
66
13
67
11
–
–
–
–
–
–
VIETNAM
7
8
9
39
42
47
Big C hypermarkets
7
8
9
–
–
–
INDIAN OCEAN
49
51
50
94
95
97
Jumbo hypermarkets
Score / Jumbo supermarkets
Cash and Carry supermarkets
Spar supermarkets
Other
11
19
5
6
8
11
20
5
6
9
11
21
5
6
7
–
–
–
–
–
–
257
264
260
619
646
649
74
92
–
91
87
94
14
69
89
89
47
35
–
–
–
–
–
–
NETHERLANDS
315
305
–
–
–
–
Super de Boer supermarkets
315
305
–
–
–
–
1,437
1,481
1,620
2,908
3,051
3,434
COLOMBIA
Exito hypermarkets
Pomona and Carulla Supermarkets
Bodega discount stores
Other
TOTAL INTERNATIONAL
I 251
252
I
Additional information
Registration document 2009 / Casino Group
Person responsible for the
Registration Document
and annual financial report
Person responsible for the Registration Document
Jean-Charles Naouri, Chairman and Chief Executive Officer
Statement by the person responsible for the Registration Document
“I hereby declare that, having taken all reasonable care to
ensure that such is the case, the information contained in
this Registration Document is, to the best of my knowledge,
in accordance with the facts and contains no omission likely
to affect its import.
I hereby declare that, to the best of my knowledge and belief,
the financial statements have been prepared in accordance
with the applicable accounting standards and present fairly
in all material respects the assets and liabilities, financial
position and results of the Company and the consolidated
group. I also declare that the information contained in the
management report appearing on pages 20 onwards gives
a true and fair view of trends in the business operations,
results and financial position of the company and the consolidated group, as well as a description of the main risks and
uncertainties facing those companies.
I obtained a statement from the Statutory Auditors at the
end of their engagement affirming that they had read the
whole of the Registration Document and examined the
information about the financial position and the accounts
contained therein.
Their report on the historical financial information for 2009 is
presented on pages 64 and 148 of this Registration Document.
Their report on the historical financial information for 2008
and 2007 is incorporated by reference. Their reports on the
2007 and 2008 parent company financial statements contain
an emphasis of matter paragraph relating to compensation
in section 3. Their report on the 2008 consolidated financial
statements contains an emphasis of matter paragraph relating to the adoption of an income statement presentation
by function.
Their report on the 2009 consolidated financial statements
contains two emphasis of matter paragraphs, one relating to
the new standards and interpretations applied by the Group
in 2009, the other relating to the accounting treatment used
for the dividend distribution in Mercialys shares and the
positions taken by the Group with regard to the consolidation of its Venezuelan subsidiary Cativen in its consolidated
financial statements.”
Jean-Charles Naouri
Registration document 2009 / Casino Group
Additional information
In accordance with Article 28 of European Commission regulation 809/2004/EC, the following information is incorporated by
reference in this Registration Document:
2008
The 2008 Registration Document was filed with the Autorité des Marchés Financiers on 20 April 2009 under no. D. 09-0272.
It includes:
• The consolidated financial statements (pages 60 to 140) and the Statutory Auditors’ report on the consolidated financial
statements (page 58).
• Financial information (pages 1 to 96).
• The parent company financial statements prepared under French GAAP (pages 143 to 169) and the Statutory Auditors’
general and special reports (pages 142 and 170 respectively).
2007
The 2007 Registration Document was filed with the Autorité des Marchés Financiers on 6 May 2008 under no. D. 08-0368.
It includes:
• The consolidated financial statements (pages 60 to 142) and the Statutory Auditors’ report on the consolidated financial
statements (page 58).
• Financial information (pages 1 to 56).
• The parent company financial statements prepared under French GAAP (pages 145 to 171) and the Statutory Auditors’
general and special reports (page 144 and 172 respectively).
I 253
254
I
Additional information
Registration document 2009 / Casino Group
Table of correspondence
Registration document
To facilitate consultation of this Registration Document, the table below indicates the page references corresponding
to the main headings required under annexe 1 of European Commission regulation 809/2004/EC of 29 April 2004.
1. Persons responsible
1.1. Person responsible for the registration document ........................................................................................................................ 252
1.2. Statement of the person responsible for the registration document .................................................................................. 252
2. Statutory auditors .................................................................................................................................................................................... 200 and 201
3. Select financial information ......................................................................................................................................................................................... 4
4. Risk factors ............................................................................................................................................................................................................ 49 to 51
5. Information about the issuer
5.1. History and development of the issuer
5.1.1. Legal and commercial name ................................................................................................................................................................... 240
5.1.2. Place of registration and registration number ............................................................................................................................... 240
5.1.3. Date of incorporation and length of life ............................................................................................................................................. 240
5.1.4. Domicile, legal form and governing legislation ............................................................................................................................... 240
5.1.5. Important events in the development of the business ........................................................................................... 8, 245 to 247
5.2. Investments ..................................................................................................................................................................................... 17,18 and 26
6. Business overview ................................................................................................................................................................................................. 9 to 29
7. Organisation structure
7.1. Issuer’s position within the Group ............................................................................................................................................. 28, 30, 45
7.2. Groupe Casino organisation chart ............................................................................................................................................. 32 and 33
8. Property, plant and equipment
8.1. Tangible fixed assets ................................................................................................................................................ 17 and 18, 103 to 107
8.2. Environmental aspects ........................................................................................................................................................................ 54 to 56
9. Operating and financial review
9.1. Financial condition ............................................................................................................................................................................................ 27
9.2. Operating results ................................................................................................................................................................................ 25 and 26
10. Capital resources................................................................................................................................................................. 26 and 27, 112 to 117
11. Research and development, patents and licences ....................................................................................................................................... 28
12. Trend information ........................................................................................................................................................................ 9 to 18, 36 and 37
13. Profit forecasts or estimates .................................................................................................................................................................................. 37
14. Administrative, management and supervisory bodies, and senior management
14.1. Members of the administrative, management and supervisory bodies ................................................................. 180, 195
14.2. Administrative, management and supervisory bodies and senior management conflicts of interest .............. 199
15. Remunerations and benefits.................................................................................................................................................................... 195 à 199
Registration document 2009 / Casino Group
Additional information
16. Board practices
16.1. Current term of office of members of the administrative, management or supervisory bodies ........... 181 to 194
16.2. Information about service contracts between members of the administrative,
management or supervisory bodies and the issuer or any of its subsidiaries ............................................................... 199
16.3. Board committees ..................................................................................................................................................................... 205 and 206
16.4. Statement as regards compliance with corporate governance regime ............................................................................ 202
17. Employees
17.1. Human resources ............................................................................................................................................................................................. 57
17.2. Shareholdings and stock options ............................................................................................ 42 and 43, 45 and 46, 61 and 62
17.3. Arrangements for involving the employees in the issuer’s capital......................................................................... 61 and 62
18. Major shareholders
18.1. Ownership of capital and voting rights ..................................................................................................................................... 45 to 48
18.2. Controlling shareholder ................................................................................................................................................................................ 45
18.3. Arrangements which may result in a change in control of the issuer ......................................................................... 45, 199
19. Related party transactions ................................................................................................................................................ 35, 140 and 141, 169
20. Financial information concerning the issuer’s assets and liabilities,
financial position and profits and losses
20.1. Consolidated financial statements at 31 December 2008 ............................................................................................ 65 to 146
20.2. Parent company financial statements at 31 December 2008 .................................................................................... 149 to 175
20.3. Statutory Auditors’ report on the consolidated financial statements at 31 December 2008 ................................... 64
20.4. Statutory Auditors’ report on the parent company financial statements at 31 December 2008 .......................... 148
20.5. Dividend policy .................................................................................................................................................................................................. 29
20.6. Legal and arbitration proceedings .......................................................................................................................................................... 51
20.7. Significant change in the issuer’s financial or trading position .......................................................................... 25 to 27, 36
21. Additional information
21.1. Information about the share capital
21.1.1. Amount of issued capital ........................................................................................................................................................................... 37
21.1.2. Treasury shares .................................................................................................................................................................................. 37 to 40
21.1.3. History of share capital .............................................................................................................................................................................. 44
21.2. Memorandum and Articles of Association
21.2.1. Issuer’s objects and purposes.............................................................................................................................................................. 240
21.2.2. Summary of provisions of the by-laws or charter with respect to members
of the administrative, management and supervisory bodies ....................................................... 218 to 224, 241 to 243
21.2.3. Rights, privileges and restrictions attaching to the shares .................................................................................... 243 to 244
21.2.4. General meetings ....................................................................................................................................................................................... 243
21.2.5. Shareholder pacts ......................................................................................................................................................................................... 47
21.2.6. Notification of interests .......................................................................................................................................................................... 244
22. Material contracts........................................................................................................................................................................................ 34 and 35
23. Documents on display ............................................................................................................................................................................................. 240
24. Information on holdings .................................................................................................................................................... 30 to 35, 174 and 175
I 255
256
I
Additional information
Registration document 2009 / Casino Group
Table of correspondence
Annual financial report
To facilitate consultation of this Registration Document, the table below indicates the page references corresponding to
the information contained in the annual financial report which listed companies are required to publish in accordance with
articles L. 451-1-2 of the French Monetary and Financial Code (Code monétaire et financier)) and article 222-3 of the General
Regulation of the Autorité des Marchés Financiers.
1. Parent company financial statements ............................................................................................................................................... 149 to 175
2. Consolidated financial statements ........................................................................................................................................................ 65 to 146
3. Management report .......................................................................................................................................................................................... 20 to 62
3.1. Information referred to in articles L. 225-100 and 225-100-2 of the French Commercial Code
(Code de commerce)
• Analysis of business trends .............................................................................................................................................................. 20 to 25
• Analysis of results ................................................................................................................................................................................. 21 to 29
• Analysis of financial position ....................................................................................................................................................................... 27
• Major risks and uncertainties .......................................................................................................................................................... 49 to 51
• Summary of valid authorisations granted by the shareholders to the Board of Directors
to increase the share capital ........................................................................................................................................................................ 41
3.2. Information referred to in article L. 225-100-3 of the French Commercial Code (Code de commerce)
• Factors liable to have an influence in the event of a public offer ............................................................................................ 207
3.3. Information referred to in article L. 225 -111 of the French Commercial Code (Code de commerce)
• Purchases of treasury shares .......................................................................................................................................................... 37 to 40
4. Statement by the persons responsible for the annual financial report ............................................................................................ 252
5. Statutory Auditors’ report on the parent company and consolidated financial statements........................................... 64, 148
6. Disclosure of Statutory Auditors’ fees ................................................................................................................................................................ 201
7. Chairman’s report on internal control .................................................................................................................................................... 208 à 216
8. Statutory Auditors’ report on the Chairman’s report on internal control .......................................................................................... 217
The original French version of this translated Registration
n Document was filed with the Autorité des Marchés Financiers (AMF)
on April 6, 2010 under number D. 10-221, in accordance with article 212-13 of the AMF’s General Regulations.
It may be used in connection with a financial transaction provided that it is accompanied by an Information Memorandum
approved by the Autorité des Marchés Financiers. It was prepared by the issue and its signatories assume responsibility for it.
This document is a free translation from French into English and has no other value than an informative one.
Should there be any difference between the French and the English version, only the text in French language shall be deemed authentic
and considered as expressing the exact information published by Groupe Casino.
Investor Relations
Nadine Coulm
Phone: +33 (0)1 53 65 64 17 (Paris)
ncoulm@groupe-casino.fr
Aline Nguyen
Phone: +33 (0)1 53 65 64 85 (Paris)
anguyen@groupe-casino.fr
Web site
www.groupe-casino.fr
Shareholder Relations
B.P. 306 – 1, Esplanade de France
F-42008 Saint-Étienne cedex 2, France
Web site
www.groupe-casino.fr
E-mail
actionnaires@groupe-casino.fr
Toll-free number
0800 16 18 20
(calls originating in France only)
To convert bearer shares to registered shares, contact:
BNP Paribas Securities Services – GCT
Shareholder Relations
Grands Moulins de Pantin
9, rue du Débarcadère
F-93761 Pantin cedex, France
Phone: +33 (0)1 40 14 31 00
Casino, Guichard-Perrachon
Société anonyme. Share capital: €168,852,310.11
Headquarters
B.P. 306 – 1, Esplanade de France
F-42008 Saint-Étienne cedex 2, France
Phone: +33 (0)4 77 45 31 31
Telex : CASFL X 3304645F
Fax: +33 (0)4 77 45 38 38
The Company is registered in Saint-Étienne under no. 554 501 171 RCS
Paris office
58-60, avenue Kléber
F-75116 Paris, France
Phone: +33 (0)1 53 65 64 00
Published by Groupe Casino. Design and creation: W & Cie – 19, rue Klock – 92110 Clichy. Typesetting: Compiram Simatis – 10, rue Léo Lagrange – Z.A. La Bargette – 42270 Saint-Priest-en-Jarez.
Printing: Edipro groupe – 122, rue Édouard Vaillant – 92593 Levallois-Perret cedex. Printed on Cyclus Offset 100 % recycled paper.
GROUPE CASINO
B.P. 306 - 1, Esplanade de France
F-42008 Saint-Étienne cedex 2, France
Phone: +33 (0)4 77 45 31 31 - Fax: +33 (0)4 77 45 38 38
www.groupe-casino.fr